Spell Illusion
by Half-Ghost
Summary: After a night of fighting aliens, Kevin's car runs out of gas. Ben decides to take a walk and meets up with Charmcaster. After a fight, something unexpected happens to her. He leaves feeling guilty for what he has, in a way caused. Ben/Charmcaster
1. Charmcaster's Return

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: This takes place during Alien Force while Ben, Gwen and Kevin are searching for people to join them. This is my first story here, so please tell me if I need improving. Reviews are nice, so I'm hoping to get some. Anything in () are thoughts. -- is switching perspectives.**

It all started on a late Friday night. Unluckily for the three, Kevin's car ran out of gas when they were very far from home.

"Uh, why are we stopping?" Ben asked. They were in the middle of a forest that had a small lake to the right of where the car stopped.

"We're…out of gas." Kevin said, slightly embarrassed.

"It's your car and you forgot to fill up!?" Ben was infuriated. He knew his mom was going to be angry if he came home late yet again.

"Hey! It's not as easy as it looks to drive and take care of a car. You've gotta stay focused, obey the speed limit an-" Before Kevin could finish Ben interrupted him.

"Obey the speed limit!? Gwen told me all about your speeding tickets." Ben said happily. Kevin looked at Gwen.

"You told him about my tickets?" Kevin asked Gwen.

"I didn't think it was such a big deal. Sorry." Gwen said apologetically. Kevin smiled after he heard that.

"Don't worry about it. It's not important anyways."

"So...what are we going to do now?" Ben asked him.

"There's a gas station pretty close. I guess I'll go, but someone needs to stay with my car. I don't want anything happening to it."

"I'll look after it!" Gwen eagerly responded.

"Thanks! I knew I could count on you." Kevin and Gwen stared at each other for a long time and then suddenly remembered that Ben was here. They both turned away at the same time. Ben was a bit disgusted.

"I think I'll go for a walk. Maybe I'll find something interesting." Ben said as he walked towards the lake.

"Ok, but be careful. You never know what's out there!" Gwen warned. Ben turned around.

"Don't worry I'll be fine!" He shouted so Gwen could hear. Ben walked through the forest. He never stopped feeling that something was going to happen.

_(It's so quiet. Everything looks way too peaceful. Something's going to happen, I just know it! Wait, what's that!?)_

Ben saw some branches move. He was prepared to use the Omnitrix if he had too. He expected an alien or some type of robot to attack him, but it was just a group of squirrels. Ben laughed after realizing that they were not a threat. He continued his walk and eventually was at the lake shore. He sat down and gazed at the stars.

_(There's so much out there…I wonder if there's ever going to be peace among the aliens. Probably not. It's great being a hero, but it only solves some problems.)_

Ben noticed a temporary purple glow to the right of himself. He got up and ran towards it. As he approached the spot where the purple glow was, he noticed a familiar face.

"Charmcaster!!" Ben screams. Charmcaster looks at Ben.

"What a lucky day! I've been able to steal another spell book and now you appear!" Charmcaster said smiling. "Where's the girl?"

"Making sure a car doesn't get stolen. What are you doing here in the first place?"

"I was trying to learn new spells, but I think that can wait! I'd rather deal with your cousin, but you've been a problem 5 years ago as well."

"Swampfire should be able to take care of her easily!" Ben slammed his hand down on his Omnitrix and transformed into Swampfire. Charmcaster used a spell that created a sudden burst of wind under Ben. It hurled him into the air, but Ben quickly reacted. He made sure he landed on his feet. Ben followed up offensively by blasting a couple of fireballs at Charmcaster. Charmcaster managed to dodge every fireball except for the last one. It sent her flying through the air. Luckily for her, she landed in the sand.

"Let's see how you like this!" Charmcaster quickly created two minions to assist her. They aggressively tackled Ben.

"Get off of me!!" Ben struggled for a bit then crushed one of them with his raw might. He was too slow, however. The other one bit his arm off.

"Hah! See wha-" Charmcaster stopped as she saw Ben's arm regenerating.

"What was that you were saying?" Ben threw a fireball which took out Charmcaster's other minion. Charmcaster was getting angry. She threw a magic explosive at Ben. Ben used his fireballs to counter the attack. It worked. Charmcaster kept using the explosives over and over, but all had the same results.

"Time for something new!" Charmcaster knew she had no time to look up new spells so she tried to remember a good one. Ben realized that this was his chance. He ran towards Charmcaster and prepared to strike. Charmcaster remembered a spell, but she forgot what it did. She didn't have much time before Ben would hit her. She thought of using an old spell, but decided not to because he had probably seen Gwen use them all and would know how to counter them. Charmcaster had only recently obtained the new book. She only mastered one spell which was similar to her magic explosives. That wouldn't work. She tried that already. Out of desperation she cast it not knowing anything about it, but the name. Ben was close to Charmcaster, but he stopped.

"Oh, man. This spell looks strong." Ben noticed that the ground illuminated. Charmcaster was now smiling, fully believing that the spell would do something nasty to Ben. An enormous explosion occurred that engulfed Charmcaster. Ben sustained a few injuries, but he regenerated quickly then reverted back to human form. He stared at the spot he had last seen Charmcaster. He felt that he should be happy that Charmcaster was gone. He wasn't at all. He then remembered that Kevin should have been back by then, so he rushed to the car.

"What kept you? We've been waiting here for 10 minutes!" Kevin shouted.

"Sorry, I got into a fight with Charmcaster." Ben said defending himself.

"Charmcaster!? I haven't seen her since that summer." Gwen exclaimed.

"Who's Charmcaster?" Kevin asked.

"She's a witch that Ben and I had to deal with a few times." Gwen explained.

"I see. Hey, man, are you okay?" Kevin asked Ben. He noticed that Ben was looking glum.

"Yeah…I'm fine." Ben responded.

"You don't look or sound fine." Gwen said.

"Charmcaster's gone…"

"Don't worry, we'll catch her. We always do."

"Not that meaning of gone…"

"Wait, you mean…what did you do?"

"Nothing! She accidentally cast a spell that made an explosion. She's gone now, but I still feel bad about it. If I hadn't fought her she wouldn't have used it. I should have never gone on that walk."

"Charmcaster had that coming to her. It was her fault, not yours."

"Still, if I…wait a minute, this is Kevin's fault!"

"My fault!? I don't have anything to do with it!" Kevin responded.

"If you had filled up when you were supposed to, we wouldn't have run out of gas and we wouldn't even be here!"

"All right you two, break it up!" Gwen said interfering. "We can't change the past. I think we should go home and get some rest. Maybe that will make you feel better."

"Yeah, I'm getting sleepy. Kevin, are we ready to go?"

"We've been ready for a while." They got in Kevin's car, but not before Ben took a final look at the forest. He knew he'd never forget the guilt he felt. Ben arrived at his house and received scolding from his mom. He tried to explain to her that it wasn't his fault, but he was too tired to argue well. His mom let him go to bed, but she said they would talk in the morning. That night Ben had a very strange dream…


	2. World of a 10Year Old

Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Thanks for the reviews! I appreciate them.**

Ben was standing on a small platform in the middle of pure darkness. He couldn't see anything, even himself.

"Where…am I?" A voice said. Ben looked around. He could tell that the voice came from directly across from his platform, but he saw nothing once again.

"Hello! Is someone there?" Ben yelled. The voice he heard was unclear, so he didn't recognize it at all.

"I am. Where am I?"

"I don't know. How'd you get here?"

"No idea. The last thing I remember is being knocked out. I'm getting out of here right now!" The other person muttered something quietly. "It didn't work!?"

"What didn't work?"

"Nothing. I thought I knew a way out of this, but I don't."

"I wonder what would happen if I fall down…"

"Go ahead if you want, but there's no way I'm going down there. I want like to live!"

"Thank you for your encouraging words!" Ben said sarcastically. Ben didn't want to just stay on a little platform for the rest of his life, so he jumped down into the depths of the darkness. Suddenly his surroundings changed. He was on a space ship. Ben took a good look around and noticed that there were a lot of aliens. One of them noticed him.

"Ah, the great Ben! Welcome to the party friend! Is there anything you'd like?" the big gooey orange alien said.

"It's been a while! Do you have any hamburgers? I'm starving?" Ben was playing along, but he really had no idea who the alien was.

"Of course! We've prepared you the finest hamburgers in the galaxy!" The alien seated Ben and gave him a burger that looked like it was prepared by 50 professionals! A blue alien of the same species entered the room and sat down. He was listening to the conversation.

"This looks delicious, but why are you being so kind? I didn't do anything."

"Don't you remember? You have done so much to help us. You saved us from the Gwenicus" The alien said. Ben almost choked on his burger when he heard that.

"What!? That's not even real! It's something I made up when I was 10. You can tell just by the name. How'd you know about that anyways?"

"Made up? Gwenicus was a vicious beast that destroyed planets until it was stopped by you. Has something happened to your memory?"

"My memory's fine! I made Gwenicus up when I was angry with Gwen, but we get along fine now. Gwen! Kevin too! I've got to meet them later. What time is it?"

"Time? What is time?" The alien looked confused. Ben stood there shocked.

"Well, do you know how to get back to Earth?" Ben was getting irritated. The blue alien overheard his question.

"Another person asked this. We told her we did not know what an 'Earth' was." The blue alien explained.

"So, there's another human on board this space ship?"

"Yes, I was just talking to her. She's in that room." The blue alien pointed to the room. Ben walked in, but it was fairly dark. He looked around the room, but found nobody. He was about to walk out of the room until he heard a voice behind him.

"So this is your crazy world." It said. Ben realized that the voice was the same voice that had spoken to him in the dark except this time it was clearer. He turned around and saw a figure leaning on the wall directly in front of him. It was still dark, but there were streaks of light from a window that allowed Ben to identify who it was.

"Charmcaster! How is this possible?" Ben stood there amazed that she survived an explosion.

"I don't know how I survived. What I really want to know is what kind of alien doesn't know what Earth is!?"

"It's not my fault these aliens know nothing!" Ben had no idea why Charmcaster would ask him that. He was totally clueless! Charmcaster smiled.

"Isn't it? You still have no idea where you are, do you? You should have been able to figure this out before me."

"If you're so smart then tell me, where are we?" Ben awaited a response. Charmcaster stayed silent for a minute then answered.

"In your dreams." After this Ben started wailing in laughter.

"In my dreams!? You're crazier than I thought."

"Explain how those aliens knew about 'Gwenicus'!"

"You were eavesdropping? That's low."

"Well?"

"Maybe Gwen told them. She knew about it too."

"Okay, how about the reason for being here?"

"While I was sleeping some alien must have kidnapped me."

"You're so naïve! Doesn't matter, you'll know its all true when you wake up." Charmcaster walked past Ben and disappeared into another room.

"What's her problem?" Ben asked out loud. The orange alien heard him.

"Don't worry about anything, just have some fun!"

"Listen, I really need to get back to Earth. Do you have a spare space ship?"

"Yeah, we do. Feel free to use it Ben! It's in room 4E."

"Thank you!" Ben ran excitedly, but then remembered he had no idea where that was, so he went back to the alien. "Uh, where is that room?"

"Go up that hallway and take two lefts." He pointed towards the hallway.

"Thanks again." Ben rushed towards the mini space ship. He turned it on and flew towards Earth. As he was about to enter the Earth's atmosphere, the Earth changed into a giant bell. "Where'd the Earth go?" Ben was terrified. The bell began to emit a loud and painful sound. Suddenly he found himself in his room breathing heavily. It was his alarm that had woken him up. _(Was that actually a dream? It felt so real! This means the Charmcaster in my dreams was right!) _He got out of bed and got ready to meet Gwen and Kevin. _(Charmcaster's alive, I'm sure of it.)_


	3. The Punch

Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

"Hey, Ben, are you feeling better?" Gwen asked concerned.

"Yeah, much better. Charmcaster's alive, so I don't feel guilty anymore!" Ben said cheerfully.

"Huh? You saw her?"

"Kind of. I saw her in a dream last night, but I'm sure that was her. The Charmcaster in my dream had the same personality and looked the same. My dreams have been right before, so why not now?"

"Ben…you're trying to convince yourself something is real when its not. You felt guilty yesterday about Charmcaster and then dreamt about her. If you've got something on your mind before you go to sleep you could dream about it. Anything can happen in dreams, but you need to know what's true and what's not."

"She's right." Kevin said agreeing. "One time I dreamt I was eating this gourmet meal that tasted so good, but I was actually eating my socks in my sleep. It left a bad taste in my mouth." Ben and Gwen stared at him. "What!? Haven't you ever eaten something in your sleep?"

"You ate your sock? Okay, **serious** respect lost for you!" Ben joked.

"The point is that dream you had was just that, a dream." Gwen said getting back to the topic.

"You're right…" Ben said disappointingly.

"Well, let's go. A good day out should help." They got in Kevin's car and went all around looking for people to join them just as Ben and Gwen's Grandpa Max had said. As they were passing a bank they noticed an alien stealing from it.

"We need to get him!" Ben yelled.

"Stop, don't get near him!" A kid armed with Plumber gear appeared out of seemingly nowhere. "I'll handle this." The alien was dark green and muscular. It ran towards him. The kid quickly shot the alien with a high-power laser. It was thrown back with the force of the laser, but it wasn't down. The alien recovered fast then threw a car towards the kid. The kid closed his eyes preparing for impact. When he opened his eyes he saw small aliens that were almost all white protecting him. It was Echo Echoes! The Echo Echoes surrounded the alien and blasted him with sonic waves.

"Okay! I…will…stop!" The alien surrendered. Ben stopped using sonic waves then reverted.

"I better not catch you terrorizing again!" Ben warned.

"You…won't. I'm going back to my planet!" The alien ran away. A few minutes later a space ship went flying from Earth into space.

"Looks like he's gone. You okay?" Ben asked the kid.

"Yeah, I'm fine. Thank you! My name's Jacob." He said.

"Why do you have all of this Plumber gear? Is one of your parents a Plumber?" Gwen asked.

"Actually, both of them are. I've always wanted to be just like them, so I took their equipment. I guess I'm not cut out for Plumber work."

"You can't say that yet. The reason you didn't know what to do is because you don't have enough experience." Ben said.

"So, you think if I practiced then I'll get better?"

"Definitely!"

"I've got a question. How'd you turn into that thing?"

"It's because of this device on my arm. It lets me turn into different aliens."

"That's pretty cool!" Jacob looked at his watch. "Oh, no! My parents are coming home any minute. You guys gotta help me!"

"Hop in kid! I'll get you there." Kevin said. They arrived at Jacob's home quickly, but not quick enough. His parents were all ready there.

"You took our Plumber gear!? Jacob, you are grounded for a month!" his parents said. Jacob gave them back all of their gear then went to his room.

"I'm Kevin, he's Ben and she's Gwen. I think you should train Jacob. The kid's got potential." Kevin suggested.

"We know that, but he's too young. He's 12." Jacob's dad responded.

"I started fighting aliens when I was 10! Jacob's old enough to at least learn how to defend himself. What if he gets caught in a dangerous situation?" Ben asked.

"You've got a point. We've been putting his life in danger ever since he was born by being plumbers. I just don't want to see him running off looking for danger like he was today."

"If you taught him when and how to fight I'm sure he'd know not to go looking for trouble."

"Then it's settled! We'll teach him how to be a Plumber…but he's not going anywhere near the more dangerous weapons!" Jacob's dad said. Just then his cell phone rang. "Kidnapping of city folk by aliens? Okay, we'll be there!"

"Need some help?" Gwen offered.

"Thank you. My friend said that the aliens were kidnapping people and then storing them on a space ship not too far from here. Someone needs to cut their power supply, so they can't get away while everyone else rescues the kidnapped people and hold off the aliens. Cutting the power supply is dangerous. There will be a lot of security features protecting it."

"I'll cut their power and you guys deal with the aliens!" Ben volunteered.

"Follow our car." Jacob's mother told them. Ben, Gwen and Kevin got into Kevin's car and followed Jacob's parents to the space ship. The ship was huge! After they entered they noticed three paths. One leading left, one right and the other in the middle. "The power supply should somewhere in the middle of the space ship"

"Got it, I can handle this!" Ben took the middle passage. He found the power supply room, but there were drones everywhere. Ben decided Jetray would be the best choice in this situation. He twisted the Omnitrix then slammed it and became Jetray. Ben flew into in the air and destroyed the drones. They tried hitting him with lasers, but Ben was way too fast for them. After destroying them all he opened the power supply room. There he saw an enormous generator. Before Ben could turn it off he felt the ground shake. The space ship was rising! Ben had no time to look for an off switch, so he quickly destroyed the generator with his laser eyes. It caused a big explosion, but Ben was able to fly fast enough to avoid getting caught in it. He reverted and was about to go help the others when he heard a noise.

"Warning! Self-destruct initialized!" As soon as Ben heard this he ran as fast as he could. He must have set off the self-destruct somehow. Ben saw a whole bunch of aliens running to get out of the ship. They didn't bug him. They were too worried about getting fried. He found the others with the kidnapped people. Gwen made a force field around all of them. The space ship self-destructed, but the explosion didn't touch them.

"Who set off the self-destruct!?" Kevin asked.

"I think I accidentally set it off when I was destroying the generator." Ben admitted.

"We were almost goners! Nice going fool!"

"Fool!?" Ben was extremely angry. He punched Kevin across the face so hard that it made Kevin fall down. "Don't ever insult me!"

"Ben! What's gotten into you!?" Gwen asked scared. Gwen took a look at Kevin. He was still conscious, but it was obvious that it stung.

"I…don't know! I didn't even want to do that."

"Let me at him!" Kevin got up and prepared to punch Ben.

"No, stop!" Gwen yelled. "Fighting won't solve anything. It's been a long day, let's just get these people home and go home ourselves." Kevin stopped and listened to Gwen.

"We'll get these people home. You guys have been a big help. Thanks!" Jacob's mother said. The ride home was the most awkward ride they have ever had. Nobody spoke to each other. Kevin was far too angry, Ben was afraid of what he had done and Gwen didn't know what to say to make them feel better. When Kevin dropped Ben off neither of them said "bye". Ben walked in his house and was greeted by his mom.

"You're actually here on time! I guess that talk we had this morning paid off." She said happily.

"Guess so. I think I'll go to bed now." Ben said, still upset with himself.

"It's only eight. Are you feeling okay?"

"Just had a problem I'd rather not discuss." Ben went to his room, but he could not sleep for a few hours. He lay there thinking. _(Why'd I do that? Kevin's my friend now. It felt like I punched him against my will. What's happening to me?)_


	4. Dream or Nightmare?

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Thank you all for your reviews! Sorry this is so late! I've been busy.**

**To Data Seeker: A reason Ben felt bad in the first chapter was because he thought that he was responsible for the of a human. Heroes aren't supposed to kill people, even their enemies. The other reason…well, you'll see. The previous chapter was my worst so far. I hope this will be better.**

Ben was back on that platform once again. There was something different this time. Everything was brighter. He could even see Charmcaster across from him standing on a platform as well.

"I know you're not real!" Ben stated. "This is all just a dream. You're a figment of my imagination."

"This is a dream, but I'm real." Charmcaster responded.

"That makes no sense!"

"That explosion when I used the spell was a **spell illusion**!"

"**Spell illusion**?"

"It's to fool the person the spell's being used against. It was supposed to make you think that I was gone, but I wasn't. The spell caused our minds to become merged."

"Merged!? Aw, that's disgusting!" Ben said. "So you're the one that hit Kevin aren't you?"

"Right. I didn't plan this, but it's working out great! The spell's effects are getting stronger. Soon you won't have any control over yourself."

"What do you plan doing with my body?"

"Same as before. I can use your aliens to amplify the power of my spells." Charmcaster grinned then jumped off the platform.

"What are you doing!?" Before Ben got a response he ended up in a dreadful looking town. Nobody looked happy. Ben figured he was in one of his old dreams, but he didn't recognize anyone. "Excuse me, where am I?" Ben asked a local.

"You don't know?" the lady replied. "Are you new here?"

"Yeah, I am."

"You're in the town of our terrible leader Charmcaster!"

"Charmcaster!?" _(Uh-oh, I wonder what she's planning…)_

"Run while you have the chance. You might be able to save yourself!"

"What about you?"

"It's too late for me and everyone else in this town. Charmcaster knows about everyone. If we ran away she would feed us to her dragon!" the lady said. Ben gulped.

"Ok, thank you. I'll run away for now, but I'll come back to rescue you."

"That's very kind, but don't worry about us."

"I wouldn't feel right if I didn't. You've been too nice to me." Ben said. "Good-bye!" With that Ben decided to leave the town. Charmcaster was probably planning something. Ben didn't want to get caught in the plan. He didn't know what would happen to him if he got hurt in this dream.

**--Charmcaster**

Charmcaster jumped off the platform and was falling in an endless pit. Her surroundings changed into a very large room with her sitting on a throne. She could see hundreds of people who appeared to be preparing a big meal.

"What's going on here?" Charmcaster asked a man who was closest to her.

"I'm…s-sorry. Is…there s-something you don't like?" the man stuttered.

"This is for me?"

"Yes your highness." The man bowed.

"That's right, I remember this place." _(It was a dream I had a long time ago, a perfect dream where I ruled the world. Wait, if I'm here then that means…so is Tennyson! If I can finish him now then he won't have any control over his body anymore! I know everything about this place, he doesn't stand a chance.)_

"Your meal is ready your highness."

_(For food that's not even real it looks really good! No, I need to stay focused.)_ "Delay it, I've got some business. Release my dragon!" Charmcaster's guards released her giant purple dragon from its cage. Charmcaster walked out into the balcony of her castle. She saw the dragon approaching her. When it was close she jumped on.

"Let's go. We need to find a certain teenager!" Charmcaster searched all over town, but she couldn't find Ben. _(I guess I underestimated him. I thought it would be really easy to find him in my own dream. There's not much time left. He'll wake up soon.)_

"You there!" Charmcaster said to the lady Ben met. "Have you seen a teenager with a green shirt that has a 10 on it?"

"N-no! I've never seen such a person as him!" the lady responded. Charmcaster could tell that something was up.

"You're lying! You'd better tell me where he went!"

"Towards the mountains. Don't hurt me!!"

"I don't have time to deal with something that doesn't exist!" Charmcaster said. "Come on, towards the mountain." She told her dragon. _(I see him! I never thought he'd run off to these mountains.)_

**--Normal**

"It's no use running!" Charmcaster yelled. She was still on her dragon. "This time it's my dream. You can't beat me here. Once I get rid of you here then you'll have no more control over your body. All right enough talking, get hi-"

"Wait!" Ben interrupted. "I know you want to want to be an all-powerful magician, but do you really have to kill me?" _(Come on wake up! It's not working! I guess I have to stall.)_

"Honestly I wish I didn't, but if I don't then you'll find some way to reverse the spell. I won't be able to make this dream a reality if you mess this up."

"This world is terrible. People are miserable and nobody likes you here."

"But they obey me. Why should I care if they don't like me?"

"So you'll be okay living in a world like this with everyone around you suffering?"

"Well…" _(He's got a point. This was just a dream, but I'm not sure if I'd want it to be real. Wait, am I being sympathetic!? Oh no, he's getting to me!)_ "I don't know."

"Just think about how these people feel. They're forced to do everything you ask. That's no life at all. I'm sure you wouldn't want to be in their position." _(Cool, I sound smart!)_

"No, I wouldn't." Charmcaster admitted. "But that doesn't mean I can't do something else with my powers! Get him dragon!" The dragon flew towards Ben and opened its mouth to use its fire breath. Ben had nowhere to run.

_(This is it. It all ends here…) _Just before the dragon breathed fire, Ben heard something.

"STOP!!" Charmcaster yelled to her dragon. Her dragon obeyed. Charmcaster turned her head away from Ben. "Go! Just go!"

"You're not as heartless as I thought. Thank you." Ben said graciously. He walked off the mountain and away from it and the town. Just before Ben was out of sight Charmcaster turned around and looked towards Ben.

_(I guess eliminating him is off of my plans…) _Charmcaster smiled. This time her smile was different. It was a smile of happiness. She felt happy that she didn't finish Ben. _(What a disgusting dream! He was right, what was I thinking?) _Suddenly she heard very loud bells. _(Must be his alarm. Tennyson's going to wake up any minute now…)_


	5. Secret Magician Room

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Looks like my last chapter really was better than the one before it. Anyways, thanks again to those that reviewed. I really like this chapter.**

Ben opened his eyes and yawned. It was the start of another weird day (It's Sunday). He got out of bed, put on his green jacket and headed downstairs. He ate a quick breakfast and was about to leave his house, but he was stopped.

"Something's been going on." His mom said. "You're not acting like yourself." She could tell that Ben was disturbed.

"It's nothing I can't handle."

"Does it have anything to do with those aliens you've talked about?"

"Surprisingly, no. It's a sorceress that's the problem. She cast some spell that's affecting me."

"WHAT!? Are you going to be okay!?" His mother was now overly worried, fearing for the life of her son.

"Yeah, I'm going to be fine. I just have to reverse it. Could I go now? I need all the time I can get."

"Sorry, go ahead." She said. Ben left the house, but before he was gone he heard his mother yell. "Be careful Ben!" Ben met up with Gwen first.

"Hey. Where's Kevin? He's usually here before me." Ben asked.

"I guess he's still a bit sore, but I thought he'd come since I'm here…" Gwen said then spaced off.

"Uh, Gwen? You still there?"

"Huh? What were we talking about again?"

"Kevin, being sore."

"Right! Why'd you hit him anyways?"

"I didn't hit him. It was Charmcaster."

"Ben, not again. I think you're losing it."

"Just let me explain. The explosion from the spell Charmcaster used was a **spell illusion**. It was supposed to make me think that Charmcaster was gone while she slowly took over me."

"How do you know all of this?"

"Charmcaster told me in my dreams…right before she almost fried me with her dragon!"

_(Hey! I spared you didn't I!?)_

"What was that!?" Ben yelled. He looked all around him, but the only person around him was Gwen.

"What was what?" Gwen asked.

"I thought I heard Charmcaster."

_(You can hear my thoughts now?)_

"Oh, no! I did hear her!" Ben screamed.

"Woah, calm down. So you're saying that Charmcaster has partial control over you?"

"Yes and it's getting worse. We gotta find a way to reverse it!"

"Okay, Kevin's obviously not coming so let's go to my place. I'll look it up on the Internet." Ben and Gwen walked towards Gwen's house. Gwen still thought that Ben was crazy, but weirder things have happened in the past. Gwen got her laptop and booted it up.

"Okay, so give me a description of that spell." Gwen said.

"Well the ground lit up really bright and then the explosion hit Charmcaster." Ben responded. Gwen looked it up on a search engine.

"…I'm sorry, there's not a spell like that."

"What, bu-"

_(You're not going to find it on the Internet. My new spell book is a forgotten book that was locked away a long time ago. Even I didn't know about it until I found it locked away in the city library. Hah, so good luck trying to reverse it…) Charmcaster sounded confident, but she really wasn't._

"Library!? Now we have somewhere to look!" Ben said cheerfully.

_(Did I say library? I meant…underwater…city…of…uh, the magicians!)_

"Nobody would fall for that lie!" Ben said then laughed.

"Ok, I'm really confused!" Gwen said.

"Well, Charmcaster said that we'd never reverse the spell, but she ally told me that she found the book in the library."

"I still have doubts about this, but I'll trust you."

"Thanks! Let's go to the library." Ben and Gwen left the house and were about to walk to the library when a car approached them. It was Kevin's car.

"Sorry I'm late." Kevin apologized. "I was on my way to our gathering point, but I got a flat tire, so I had to replace that. Then after that I noticed that my car was getting kind of dirty so I washed it."

"I'm just glad you're here!" Gwen said happily. "We're on our way to the library. Ben said that Charmcaster's got control of him, so we're going to see if we can reverse the spell placed on him. I'm not sure if he's right, but if he is then we have to help."

"Is that your excuse for hitting me yesterday?" Kevin said looking at Ben.

"It's not an excuse. Don't start anything. Charmcaster gets offended really easily. She's got a lot more control now, so she might do something."

_(Relax, I don't feel like starting a fight…today.)_

"Nevermind. She said she doesn't feel like starting a fight today." Ben said.

"Charmcaster's gone!" Kevin yelled. "Why can't you understand that? You're insane!"

"Okay, now you're making **me** mad!" Ben yelled back. "Will you just help?"

"Come on Kevin, we don't have anything to lose." Gwen said. Kevin looked at her and sighed.

"All right, we'll go to the library." Kevin said giving in.

"Thanks." Ben said to Kevin. They got in Kevin's car and drove to the library. Once in there they split up looking all over the library for any kind of clue. Hours passed, but still nothing was found until Ben noticed a weird looking book in the middle of a shelf. It had the same kind of symbol the charms of Bezel had. He tried to take it out, but it seemed stuck there. While searching for anything important, Gwen noticed Ben struggling with the book, so she came over to him to see if he found anything.

"What are you doing with that book?" Gwen asked.

"Look at this book!" Ben said. "Doesn't that symbol look familiar?" Gwen took a closer look and realized that Ben was right.

"It's the same as the charms of Bezel!"

"Right! I'm thinking we've found something. Right Charmcaster?"

_(…)_

"Yep, we've definitely got it!" Ben said excitingly. "All we have to do is figure out what to do with it…"

"That symbol looks like a button. Maybe…" Gwen pressed the button and suddenly…nothing happened.

"I guess it's not a button. I wonder what it-" Ben said, just before being interrupted by a scream.

"That sounded like Kevin!" Gwen said, worried. Ben and Gwen ran around the library looking for Kevin, but stopped when they noticed that there was a huge hole in the centre of the library. Everyone else in the library was terrified and ran away including the employees. Ben and Gwen slowly approached it and looked into it. It was a few metres deep. There they saw Kevin who, apparently, was slightly injured.

"Ugh, one minute I'm walking on the floor and the next I'm falling down into the basement." Kevin complained. "The library's a dangerous place!"

"Are you okay?" Gwen asked.

"Yeah, I'll be fine. Maybe Ben was right after all. There's something going on."

"Glad you understand. We're coming down!" Ben yelled. Ben and Gwen carefully got to Kevin using Gwen's ability to create platforms. Once down there Gwen used her magic to illuminate the area. They noticed a door with another symbol of Bezel, but it was much bigger than any other they've seen. Kevin easily pushed the door open. Once inside the room the three were amazed. Everything was solid gold.

In the middle of the room was a stand. Ben approached it first. He noticed a rectangular hole. He was sure that Charmcaster's new spell book was there. Ben looked around himself. On the walls were drawings of magicians using various spells. One interested him. He walked towards it. A magician was using a spell that engulfed himself in a massive fiery explosion.

"Hey, guys come check this out." Ben said. Gwen and Kevin walked towards Ben and looked at the drawing. "That's the spell."

"I'm sorry for doubting you." Gwen apologized.

"Yeah, me too." Kevin said. "So, how do we reverse the spell?"

"Let's see..." Gwen said. She looked all over the drawing until she noticed small writings in the bottom-left corner. "There's something. It says 'This spell is called Mind Merger. It allows the user to secretly take over another body. However, due to dangers, this spell has been banned. It is life-threatening to both the user and the target. Many magicians have been seriously injured. None have experienced , but master magicians have theorized that exposure to another body for over 7 days would eventually cause it to the user and target. All magicians luckily reversed the spell before it got serious. To reverse the spell the user must wait for at least 5 days. The user must then go to the same spot where the spell was cast and at the same time it was cast. All of the spell's affects will wear off and the user and target will be reverted back to their original states. Before the spell is reversed the user and target will have merged dreams. If something happens to one person then both are affected. One magician's target almost lost their life in a dream. That would have cost both of them their lives. After all of the close encounters it was decided that magicians learn how to use the body swap spell instead of Mind Merger. The spell book in this room is the only book to still contain Mind Merger just in case it is needed, however, if it is not needed never use it.' Well, that was pleasant!"

_(You'd better reverse it! I do not want to die!)_

"Calm down!" Ben yelled. Gwen and Kevin stared at him, but Ben didn't notice. "If I don't reverse it then we're both gone, but we have to wait 3 more days first." Ben looked at Gwen and Kevin who were still staring at him. "...what?"

"I know that you're talking to Charmcaster, but it seems weird cause we can't hear her." Kevin explained.

"Lucky you." Ben said.

_(I heard that! Are you trying to start a fight?)_

"No, I was jus joking…" Ben responded. "Well, it's past lunch and I'm starving! We can't do anything about the spell right now so we should go get something to eat."

"Yeah, I feel like eating pizza." Kevin agreed. "What about you Gwen?"

"Pizza's fine." Gwen answered. There was a pizza store close by, so they quickly drove over and bought some. After lunch they decided that they would go to an amusement park since there were no reports of alien activity for the day.


	6. Amusement Park

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Sorry for the late update! Both Ben and Charmcaster share thoughts now, so B means Ben and C means Charmcaster.**

"I haven't been on a roller coaster in a long time. What about you?" Ben asked Kevin.

"The last time I went on a roller coaster was years ago when my dad took me to an amusement park." Kevin looked a bit sad.

"I'm sorry, I didn't me-"

"Forget it. I got over that a long time ago."

"Let's go on that red roller coaster!" Gwen suggested, trying to slightly change the subject.

"That's the biggest coaster here!" Ben stated. "This should be fun! Hey Charmcaster, have you ever been on a roller coaster?"

_(Why not think it instead of saying it?)_

"Wait, you're saying you can read my mind too!?"

"This is very weird." Kevin whispered to Gwen.

"Agreed." Gwen whispered back.

_(I should be able to if you can. Think something.)_

B – _(Can you hear me!?)_

C – _(Yeah, just as I thought.)_

B – _(Good, now I won't look strange anymore. So are you going to answer my question?)_

C – _(Sure, I guess. I don't have anything better to do. I've never had time to go on a roller coaster, so this will be my first.)_

B – _(Roller coasters are intense for people that are not used to speed, so you might feel sick afterward…uh, if that's possible!)_

C – _(Sick, me? That's not going to happen. By the way, your friends are looking at you.)_

B – _(Huh?)_

Ben realized that it must have looked like he had spaced out while he and Charmcaster were having a conversation.

"Ben, are you ok?" Gwen asked.

"Yeah, I'm fine." Ben answered. "Let's go on the coaster!" After an hour wait in line the three boarded the red roller coaster. The coaster began to rise.

"This is exciting isn't it!?" Gwen yelled to Kevin.

"It sure is." Kevin yelled back. "We're almost at the top!"

B – _(Are you scared now?)_

C – _(Do you forget who I am!? I'm Charmcaster, a powerful sorceress! A small ride like this isn't going to scare me!)_

The roller coaster halted at the peak of the track.

C – _(What now?)_

The coaster plummeted down the tracks leaving Charmcaster thoughtless. She was not used to moving that fast. Unlike her, Ben, Gwen and Kevin were all enjoying the ride. After the ride stopped the three got out and bought ice cream.

B – _(What'd you think of the coaster?)_

C – _(That was terrible! I feel brainsick…)_

B – _(And what was that you were saying earlier?)_

C – _(You were right. Are you happy now?)_

B – _(I already was.)_

"That was fun. What should we do next?" Ben asked Gwen and Kevin.

"There's this spaceship ride that I've heard of. Maybe we should check it out?" Gwen suggested.

"Sure, anything you want Gwen." Kevin smiled at Gwen. Gwen blushed.

C – _(Ew! That was gross.)_

B – _(I know, but they like each other.)_

C – _(Are they dating?)_

B – _(No, Gwen wants to date Kevin, but for some reason he won't ask her out. I don't know why.)_

"So, are we going to check out that ride?" Ben asked.

"Right." Gwen snapped back to reality. The group walked towards the spaceship ride. "Here it is."

"Wow, it's huge!" Ben looked up to the top. He felt small compared to the ride. "What are we waiting for?" After another hour of waiting in line the three finally boarded the spaceship.

C – _(This better not be a fast ride!)_

B – _(I wouldn't get my hopes up if I were you. Most rides at any amusement park are really fast!)_

The spaceship rocketed into the air and spun continuously 360°. Suddenly the beams connecting to the rocket broke. Everyone inside screamed, fearing the impact colliding with the ground would . Gwen reacted quickly and created a barrier to protect everyone. The spaceship hit the ground and shattered into millions of different parts.

"W-what just happened!?" Ben screamed.

"I don't know, but what I do know is that I am never letting you guys take me to an amusement park again!" Kevin responded.

C – _(That could have finished us!!)_

B – _(I know, but there must be some kind of explanation for this.)_

"Gwen, do you know what happened?" Ben questioned her.

"Well, the beams clearly broke, but I don't understand why." Gwen answered. "This ride is very safe, even safer than that roller coaster we went on. Those beams were new and should have had no problem keeping the spaceship and us in the air." Gwen walked towards the broken beams and noticed the problem. "Guys, I think you might want to see this." Ben and Kevin followed her. They noticed strange marks on the beams.

"This was no ." Ben stated.

"Those marks are from high powered lasers." Kevin added. "It was caused by either some human with advanced technology or, more likely, an alien."

"I thought today was going to be peaceful. Apparently I was wrong. What now?"

"We can't do much, but we're going to have to be careful." Gwen warned. "Something is after us." Gwen looked up and noticed that it was really dark. "It's getting kind of late. We should head home now, but remember don't let you guard down!" Kevin drove Ben and Gwen to their homes. All of them felt like they were being watched.

"Bye Ben!" Gwen waved goodbye as Kevin drove her home. As Ben entered his house he was immediately attacked with multiple questions.

"Are you okay? Did you get that spell removed? How many fingers am I holding up?" his mom asked.

"Your mom told me about what happened. Is there anything we can do?" Ben's dad questioned.

"No, I've got it all under control. That spell is the least of my worries now!" Ben faked a smile to convince his parents that everything was all right. It was true though. Ben wasn't worried about the spell anymore. There was someone after him, Gwen and Kevin, someone dangerous. Ben decided to watch TV before he had to go to bed. When he turned on the TV the first thing that came on was a report on the spaceship ride. Footage from a security cam was shown in slow motion. A bright red laser slowly hit the beams of the spaceship ride and instantly cut it. Footage from another security cam was shown as well. In this one a figure was visible far away, but it was too dark to see clearly what it was. The figure was holding a weapon that emitted a bright red light. After the report was a show on aliens discussing theories on the location of the alien heroes 5 years ago. Ben turned off the TV and headed to bed.

B – _(I didn't recognize that guy at all. Why is everyone always after me?)_

C – _(You live a pretty tough life don't you?)_

B – _(I do. That's the cost of having the Omnitrix. Trouble just seems to come to me.)_

C – _(Is there anything I can do to help?)_

B – _(Why would you want to help me!?)_

C – _(If something happens to you then it happens to me as well, remember?)_

B – _(Right, only looking out for yourself…)_

C – _(That's right. Unlike you I don't stress myself out for the care of others.)_

B – _(It feels good helping people. It's my number one motivation for being a hero.)_

C – _(You're not even recognized. You save people, but nobody knows who you are.)_

B – _(I used to think like that. There was even a time when I wanted to reveal my secret to everyone, but 5 years has changed my thinking.)_

Ben was now getting tired. He had been through another tough day and desperately needed some sleep. Ben yawned.

B – _(I'm getting sleepy…goodnight.)_

Ben slowly drifted away to sleep, but just before he did he heard Charmcaster's final words for the day.

C – _(Goodnight…Ben…)_


	7. Ghostfreak and Hex

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**To bengwen014: I'm not a fan of Gwen/Kevin, but I don't know who else to pair Gwen with in this story.**

Ben opened his eyes. He was once again in that strange room with the two platforms. He started disliking the place. The entire area was even brighter than it was in the previous dream. Ben looked all around him and noticed two things. One was Charmcaster at her usual spot and the other was an object Charmcaster was staring at. The object that was floating above them was spherical and had large spikes coming out of it. It emitted a creepy red glow.

"W-what is that thing?" Ben looked carefully at it. He didn't know why, but it somehow made him feel afraid.

"I don't know, but I've got a bad feeling something terrifying is going to happen." Charmcaster was equally afraid of it. She had never been this afraid of something before.

"Me too." Ben responded. "There's just something about it that's strange. What should we do?"

"Stay here." Charmcaster ordered. "Every time on of us falls off this platform we end up in a dream. We can't risk getting hurt." Ben nodded in agreement. Both of them sat there for a few minutes waiting for Ben to wake up.

"…Ben" a voice whispered. Ben looked up at the sphere. It began to . Out of it appeared two figures. One was slightly intangible and the other wore a black hood and carried a staff.

"Ghostfreak…and Hex!?" Ben shouted. Ben was surprised. He never expected to see them.

"Jump Tennyson!" Charmcaster yelled as she fell off the platform. Ben hesitated since he knew that dreams can be dangerous, but he jumped once Ghostfreak was getting close to him. Ben and Charmcaster ended up in a destroyed town at night. It was in even worse condition than the town in Charmcaster's dream. The ground and all of the buildings were a creepy dark blue.

"You ok?" Ben asked.

"Yeah, I'm fine." Charmcaster responded. "Who was that ghost?"

"It used to be an alien I could transform into 5 years ago, but it was actually trapped in the Omnitrix. It got out and tried to destroy me…twice!"

"That ghost sounds like it's going to be a problem." Charmcaster stood there and thought for a minute. "I think I know why we were scared. Have you ever had a nightmare about that ghost?"

"Yes." Ben answered. "It was the worst nightmare I've ever had!"

"I thought so." Charmcaster wished she wasn't right. "That red ball was all of our nightmares. We were so close to it. We must have felt every nightmare in that thing. Hex and that ghost were our most terrifying nightmares, so they had more power to escape." Charmcaster was always afraid of Hex's power and had a nightmare of him when she was 13. When Hex was transformed into a child she became his worst nightmare. "The other nightmares are still in the ball." Charmcaster continued.

"That makes sense." Ben was impressed. He didn't know Charmcaster was that smart. "But why didn't the ball appear before?"

"The spell is getting stronger." Charmcaster sounded depressed. "It's messing with our minds and bringing out the stuff we want to forget. We're finished Ben. I can't use any of my spells here and you can't use your watch." Charmcaster looked at the ground and kicked a rock sadly.

"We're far from finished!" Ben told her. Charmcaster looked at him and noticed his determination. "I've been through a lot without my Omnitrix. I know we can make it through!" Charmcaster smiled. It almost felt like she was friends with him.

"All right. So what do you suggest we do?" Charmcaster asked.

"Well we-" Ben began then stopped when he heard a voice.

"Ben, come out!" he heard Ghostfreak say. "It's no use hiding from us."

"Come on!" Ben grabbed Charmcaster's hand and led her into a dark ally. Ghostfreak and Hex passed by without noticing them. "That was a close one!"

"Uh, do you plan on releasing my hand?" Charmcaster asked. Ben had forgotten he was still holding Charmcaster's hand. He blushed and quickly released his grip.

"Sorry." Ben apologized. "Okay, all we have to do is survive until this dream ends then we'll be safe. We should stay in this ally. It's really dark, so I don't think they'll be able to see us." Ben was confident, but Charmcaster had doubts. She knew that if Ghostfreak and Hex found them they would be toast.

**--Ghostfreak and Hex**

"Where are they!?" Hex yelled. He was getting impatient.

"Quiet!" Ghostfreak shouted. "I'll find them." Ghostfreak floated high above the town and scanned it. He located Ben and Charmcaster then floated back down. "I know where they are."

"Good now take me to them, so I may have my revenge!" Hex commanded. Hex just made a huge mistake. Ghostfreak didn't like being told what to do. He grabbed Hex and threw him at a building.

"Do not command me!" Ghostfreak warned. Hex quickly used a spell producing a ball of energy traveling towards Ghostfreak. Ghostfreak went intangible and sunk through the ground. He reappeared behind Hex expecting to surprise attack him, but Hex reacted quickly and hit him with a wind spell. Ghostfreak was about to retaliate, but stopped. "We have to hurry or we'll lose them." Hex reluctantly followed him. After minutes of walking they ended up back at the alley where they missed Ben and Charmcaster.

"You're sure they're here?" Hex asked. He didn't trust Ghostfreak at all, but he knew that Ghostfreak would be able to assist him.

"Positive." Ghostfreak replied. Ghostfreak didn't trust Hex as well, but he knew he'd need back-up if he took on Ben. Hex used his magic to illuminate the alley. They slowly approached Ben and Charmcaster.

**--Ben and Charmcaster**

"Up there." Charmcaster whispered, pointing to an object in the air.

"It's Ghostfreak." Ben whispered back. "I hope he can't see us…" Ghostfreak stopped for a moment and stared at the spot where Ben and Charmcaster were standing then looked away, so they wouldn't suspect he knew their location. In just a few seconds he was gone.

"It doesn't look like he saw us." Charmcaster was relieved.

"That was really close." Ben stated. "We might be here for a while, so why don't you tell me a little about yourself?"

"Huh?" Charmcaster wondered why Ben wanted to know about her, but decided to tell Ben some things anyways. "Well, I was raised by my parents until I was 10 then I just kind of started doing things by myself. Hex was interested in making me his assistant, so he taught me how to become a better magician. He's a good teacher, but as a parent he's terrible. While we were stealing from places he'd leave me to take all the blame if I couldn't keep up with him. I had to ask him for permission for everything I did and when I busted him out of jail he wasn't even thankful! After I betrayed him I avoided him until one day I found him in the form of a child. I put him through everything he put me through, but it didn't last long. In just a little while he was back to normal. For 5 years I've been living on my own. It's been kind of lonely, but I'm glad I don't have to deal with Hex anymore."

"You've been living by yourself for 5 years!? Wait, how old are you?"

"I just turned 18 a little while ago."

"So, you've been alone since you were 13?" Ben began to feel sorry for Charmcaster. "You've got friends though, right?"

"Not really. Most people are afraid of me because I can use magic. As soon as they see me use it they run away as fast as they can. They called me names, insulted me and put up photos mocking me. After a while it got to me. That's why I can't stand it when someone insults me!" It was dark, but Charmcaster could see the frown on Ben's face. "It's not all bad though. People usually give me the stuff I'm trying to steal cause they're so scared."

"I…had no idea your life was so bad. I'm sorry."

"For what? You didn't do anything."

"Yeah, I did. I interfered with your plans to get the charms of Bezel, I got you in trouble with the law, I made sure you never got the Omnitrix and I got you locked up in that forcefield."

"But it's your job to do stuff like that. I don't blame you…I blame Gwen." Ben chuckled when he heard her say that. Suddenly he noticed light coming from the beginning of the ally. Ghostfreak and Hex were clearly visible.

"Oh no, hide!" Ben whispered.

"Where!?" Charmcaster panicked. "We're in an ally with a end, there's nowhere to hide." Ghostfreak and Hex were about 15 metres from them.

"Ben, you have eluded me for a long time, but now I have you and your Omnitrix." Ghostfreak told him.

"I don't have my Omnitrix on. What's he talking about?" Ben asked Charmcaster.

"He's your nightmare." Charmcaster responded. "It looks like he sees you the same way he did when you had your nightmare."

"Charmcaster, why did you betray me!?" Hex angrily shouted. "I told you that you'd suffer the consequences if you didn't respect me." Hex created a fireball and launched it towards Charmcaster. Ghostfreak glided towards Ben, preparing to take over his body.

"Charmcaster…it's been nice knowing you." Ben spoke sadly.

"You too." Charmcaster replied. She put her arms around Ben and closed her eyes. Ben closed his eyes as well, expecting it all to be over in a second. When he opened his eyes he was no longer in the destroyed town. He was lying down on his bed. He got up and stared at his hands. Ben wanted to make sure he was still alive.

"I don't believe it!!" Ben shouted. Ben laughed out loud even though nobody was there. "I've got the best timing for waking up!"

C – _(Okay, okay, don't get so confident. It's only going to get more difficult to survive those dreams.)_

"That's why I'm not going to sleep until this spell is broken!" Ben told her. He planned on staying up for three more days, but can he handle it?


	8. Revenge on Gwen

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Ok, question. This chapter is kind of long, so I'm wondering, do you guys like long chapters or are they too boring to read?**

**To Meepits Rule: Go ahead, it's not an original idea anyways.  
**

Ben rushed downstairs to eat a quick breakfast. He noticed his parents staring at him continuously while he was eating. They had frowns on their faces.

"Is something wrong?" Ben asked.

"We heard you saying some strange stuff in your sleep and got worried." Ben's father answered. "Were you having a nightmare?"

"Kind of-" Ben began, but stopped when he heard the handle of his front door jiggle. He turned and saw Gwen and Kevin. "What are you guys doing here?"

"Your parents called me and I called Kevin." Gwen responded. "They thought I might know something. I'm glad to see you're okay. What happened last night?"

"I'll explain later." Ben told her. He looked over at his parents. "I've got in all over under control, trust me!"

"All right, but be careful Ben." His mother said. Ben got his backpack, waved goodbye and walked out of the house with Gwen and Kevin. "Do you think he's going to be okay?"

"Yes, he's our son." Ben's dad stated. "He's courageous, strong and smart. I know he'll be fine."

**--Ben, Gwen and Kevin**

The three were heading to school. Gwen was reading a book and Ben was looking out the window. Kevin looked at his mirror while driving. He saw Ben thinking deeply. "So…you gonna explain now?" he asked. Ben turned towards him.

"I guess." Ben replied. "Last I had a terrible dream. Charmcaster and I were being chased by Ghostfreak and Hex. They cornered us in an ally and were about to get us. I luckily woke up just before it happened. These dreams are way too dangerous. If I go to sleep I'll have another dream. That's why I'm not going to sleep until the spell is broken."

"Three days without sleep is a long time." Gwen stated. "Kevin and I will make sure you don't fall asleep."

"Three days!?" Kevin shouted. "There is no way I'm staying up for three days. It's just not going to happen."

"Come on Kevin." Gwen pleaded. "Ben needs our help. We'll take turns. One of us sleeps while the other makes sure Ben doesn't fall asleep." Kevin looked at her and thought about it.

"Okay." Kevin spoke. They were approaching the school. Kevin stopped his car. Ben and Gwen got out and thanked him for the ride. They headed for their first period class. Ben found it difficult to concentrate. Too much had happened to him over the past three days.

"Ben!" his teacher yelled. Ben snapped back to reality. "What's the value of x?"

"Uh…" Ben blanked. Usually Ben could solve a mathematical problem with ease, but only if he knew what the question was.

C – _(673…)_

"673!" Ben answered. His teacher was surprised that he got the answer correct.

"Good for you." She complimented. "I thought you weren't paying attention." She was right. Ben wasn't paying any attention at all to her. Without Charmcaster he wouldn't have been able to answer the question.

B – _(So, you're good at math?)_

C – _(Yeah. I may have dropped out of school, but I still know a thing or two.)_

B – _(Thanks, you just got me out of trouble.)_

C – _(No problem.)_

After that Ben got his focus back. He was able to complete all homework in all of his courses. At lunch Ben met up with Gwen in a field not too far from their school.

"How'd you get that question?" Gwen enquired. "You clearly had no idea of what our teacher was talking about?"

"Charmcaster told me the answer." Ben responded. "She's actually really smart."

"She's still creepy though." Gwen muttered. "I mean seriously, she wanted to switch bodies with you, she made people think she was me and her hair is just scary and hideous." Ben stared at Gwen in disbelief. He didn't think Gwen disliked Charmcaster that much.

C – _(She is going to pay! Nobody makes fun of me!)_

B – _(Charmcaster, calm down! Don't do anything reckless.)_

It was too late. The spell's effects were already strong and Charmcaster was angry. She used Ben's body to throw a punch at Gwen. Gwen saw the punch coming and backed away to dodge it.

"What are you doing!?" Gwen screamed. Charmcaster kept throwing punches over and over, but Gwen created a forcefield protecting her. There was nobody around, so Gwen could freely use her alien powers.

"It's not me…it's Charmcaster!!" Ben yelled. Charmcaster realized that she was getting nowhere. Gwen's forcefield was too strong. She made Ben hit his Omnitrix becoming Echo Echo. There were two starting Echo Echoes. One started attacking Gwen's forcefield, but was quickly tackled by the other.

"Stop…it!" shouted the Echo Echo defending Gwen.

"No...she…made…fun…of…me!" the other Echo Echo yelled back.

"Wait so, you're Ben…" Gwen said pointing to the Echo Echo that tackled the other. They both looked over at her. Gwen pointed to the other Echo Echo "And you're the creep, Charmcaster!"

"And…you're…finished!" Charmcaster Echo Echo pushed Ben then lunged at Gwen knocking her on the ground. Charmcaster was about to blast her with a sonic wave when all of she was hit by a sonic wave from Ben. She was sent flying through the air. She hit a tree then fell on her face.

"You…ok?" Ben Echo Echo asked Gwen.

"Yeah, I'm fine." Gwen looked at where Charmcaster had been blasted to. Charmcaster laid there unconscious. "She's got an aggression problem as well…" Ben walked to the Charmcaster Echo Echo and merged with it then reverted. Ben ran back to Gwen who was getting ready for her next class.

"Charmcaster's not that bad Gwen." Ben blurted out. Ben knew that Charmcaster could be a good person. He saw that first-hand. "She just really gets mad when people make fun of her and she's got something against you."

"So you're saying Charmcaster's a good person?" Gwen laughed. "Charmcaster wouldn't know how to be a good person if her life depended on it." Ben and Gwen continued to chat while walking back to their school.

"You wouldn't know." Ben stated. Gwen gave him a confused look. "Charmcaster and I have been sharing thoughts and having dreams together. I know what she's like…and what she's been through."

"You sound like you're in love." Gwen teased. "Are you?"

"No, I'm not in love…" Ben retorted. "But…"

B – _(Charmcaster, are you there?)_

Ben got no response, so he was sure that Charmcaster was still unconscious. He didn't want her to hear what he was about to say. "…I might like her." he continued. Gwen immediately frowned.

"Ben, I was just joking!" Gwen couldn't believe that Ben just said that. _(How could he like Charmcaster!?)_ "She's a bad guy Ben! She's done so much to us! Just now she almost blasted me with a sonic wave."

"That was partially your fault." Ben accused. "You just kept going on and on about her. You made me have to hurt her! This whole thing is no different from you and Kevin." Gwen realized Ben was right. Five years ago, Kevin was just as evil as Charmcaster. Kevin stole from people and tried to kill Ben on numerous occasions. Gwen immediately accepted Kevin on the team regardless of his history and here she was complaining about Charmcaster.

"I never thought of it that way." Gwen admitted. She couldn't think of any way to argue back. "Ok, you win. Just make sure Charmcaster doesn't go on a rampage again." Gwen still didn't trust Charmcaster, but if Ben felt the same way about Charmcaster that she felt about Kevin then she couldn't interfere.

"Glad you understand!" Ben wasn't quite sure if he could handle Charmcaster. She was gaining more and more control over him. _(What if does Charmcaster something violent before the spell gets broken?)_ He liked Charmcaster, but he couldn't deny that Charmcaster was dangerous when aggravated.

"Wait…" Gwen thought of something serious. "Isn't Charmcaster like six years older than you!?"

"No, only three." Ben didn't think three years was much of a difference. "That's okay isn't it?"

"I guess so." Gwen acknowledged. Gwen put her hand on Ben's shoulder. "But…don't get your hopes up too much. I doubt Charmcaster would like a person as nice as you. I just don't want to see you get hurt." With that Gwen left Ben in the school hallways to head to her class. Gwen had a point and he knew it. Charmcaster didn't like good guys, but then again she did hug him. Ben was officially confused. He didn't know what to do. Ben decided not to think about it and focus on his next class.

_After school_

"Wow, can you believe that test?" Ben asked Gwen. He hadn't had much time to study for it on the weekend.

"It was actually kind of challenging." Gwen confessed. She was a straight A student, but she felt like she failed the test. "That was the longest essay I've ever had to write! I couldn't really concentrate though. I always felt like I was being watched."

"I felt that way too!" Ben added. Ben and Gwen both had fear all over their faces. "One time I thought I saw someone near the window, but when I turned to take a better look they were gone."

"That's creepy." Gwen turned and noticed Kevin waiting for them. Gwen waved. "Hey Kevin!" She ran towards him while Ben continued at a regular pace.

"Hey Gwen!" Kevin greeted. "Anything interesting happen today?"

"Actually, a lot." She told him. After explaining what happened Kevin gained a dislike of Charmcaster. Gwen left out the fact that Ben liked Charmcaster on purpose. She was afraid that Ben and Kevin might get into an argument.

"She tried to hurt you!?" Kevin didn't like it when anybody messed with Gwen. He turned to Ben. "So at any moment Charmcaster could just snap?"

"Usually she lets me have all of the control, but when she gets angry she takes over." Ben explained. "She's still unconscious, so you don't have to worry about anything."

"But what about when she's back?" Kevin argued back while getting into his car. "I think we're going to have to be careful around you." Ben and Gwen both got in the car.

"Fine." Ben responded. He was irritated, but he understood Kevin's logic. "So, where are we going anyways?"

"How about we go to that really big park?" Gwen suggested. "There's a lot of fun stuff to do there. There are also a lot of stores, restaurants and an arcade around the park." Ben turned towards Kevin and grinned.

"Arcade huh?" Ben could still remember the time he and Kevin were at the arcade. They were getting along well until Kevin put people's lives in danger. Kevin could tell exactly what Ben was thinking.

"Ok, I know, I was a jerk back then." Kevin admitted. He started up his car and headed on the road. While at a stoplight Kevin looked into his mirror and smiled slyly to Ben. "Bet I can beat you at any game in the arcade." Ben was surprised.

"You think you can beat me!?" Ben laughed. "Okay, you're on. Best out of five wins. The winner will have to do one thing the other asks." Gwen was happy that Ben and Kevin were going to spend some time together. They fought a lot, so this might make them respect each other more.

"Well, while you guys go to the arcade I'm going to go shopping." Gwen told them. "Charmcaster got my clothes really dirty and I haven't gone shopping in a long time." That was true. She was covered in mud. Kevin didn't say anything earlier since he thought she got dirty in a school-related way and didn't want to insult her. The three continued on their drive to the park.

"We're here!" Ben screamed as Kevin parked his car. Ben got out of the car quickly and impatiently waited. Gwen got out of the car and walked away towards the mall. "Come on Kevin hurry up!" Ben sounded as if he was 10 again. He hadn't been to an arcade in years.

"Cool it!" Kevin coldly said. "Remember two things. One, we wouldn't even be here without me and two…I'm going to crush you at every game we play!" They walked towards to the arcade and stood there noticing that the inside of the arcade was very massive. Ben chose the first game. It was a wrestling game. It was a close game, but Ben won with just a small amount of HP left.

"So, what was that you were saying?" Ben crossed his arms and grinned.

"You got lucky." Kevin scoffed. He turned towards a spaceship game. "I know for a fact that you can't beat me at this!" Kevin tossed in a token, starting the game. It was an intense match. Each of them were down to their last lives, but they refused to give up. Eventually a power-up appeared near Kevin's spaceship. He got it and blasted Ben with homing device. "See? I knew it!"

"All right, it's my turn to pick the next game." Ben looked around the room. There were so many games to choose from. He noticed a realistic racing game that looked really fun. "How about this one?"

"Fine with me." Kevin answered. This time it wasn't even close. Ben ended the race in 20th place and Kevin ended the race in 1st. "You picked the wrong game Ben. I drive a car. Did you really think I'd lose?" Ben regretted choosing the racing game. He should have known better than to play something where Kevin had the advantage. "All I need is to beat you one more time and I win! Let's play that one." Kevin was pointing to a medieval game with knights. Ben won the game in a way that made Kevin irritated. He kept hitting Kevin over and over and gave him no chance to recover.

"Now…what game should be the tiebreaker?" Ben and Kevin looked around, but could not agree upon a game until they saw a ghost hunting game. The object of the game was to defeat as many ghosts as possible in two minutes. When there was ten seconds left Ben was at 205 and Kevin was at 197.

C – _(What…happened…to me?)_

Ben froze when he heard her thoughts. Charmcaster was back. He temporarily forgot about the game until there was five seconds left. Kevin had jumped up from 197 to 206. Ben tried desperately to overtake him again, but Kevin made sure he had the lead.

"Oh yeah, I won!!" Kevin screamed. He had a large grin on his face that bugged Ben.

"You wouldn't have won if Charmcaster hadn't of distracted me…" Ben muttered. Kevin's grin instantly disappeared. In its place was a frown. Kevin held up his fist close to Ben's face.

"All right Charmcaster this is to you!" Kevin threatened. "If you ever hurt Gwen then you'll have to deal with me!" Although the threat was for Charmcaster, Ben felt like he was the one being threatened.

C – _(This guy is funny. Does he really think that he scares me!?)_

B – _(I think he's scaring me more than he's scaring you!)_

"Um, dude, could you not do that?" Ben asked.

"Sorry, but I'm just making my point." Kevin replied. "I'm sure you wouldn't want to see Gwen get hurt." Kevin turned to see Gwen walking towards them. "Speaking of Gwen, here she comes. Remember my warning Charmcaster!"

"Hey guys!" Gwen greeted. "Did you guys have fun?" Both Ben and Kevin nodded. "So who won?"

"Kevin won." Ben answered. "I would have won, but I got distracted by Charmcaster…"

C – _(Don't blame me for your poor video game skills!)_

That insult stung Ben. Charmcaster hadn't insulted him for a while. Maybe she was still upset that Ben knocked her out.

"So she's back?" Gwen feared that Charmcaster was going to overtake Ben again. "Okay, Charmcaster, if you're listening, I want to apologize for the things I said back then."

C – _(She's…apologizing!?)_

B – _(Gwen's a good person. She knows when she makes a mistake. I'm sorry too. I didn't mean to knock you out.)_

C – _(You people are too nice! Well, except for Kevin. I don't get how you and Gwen can be like that. I guess I have to forgive you guys then.)_

Ben smiled happily. Both Kevin and Gwen noticed it. They wish they knew what was going on. "Charmcaster says she forgives us Gwen."

"That's great!" Gwen was relieved. "Wait, did you say us? What did you do?"

"I hit her with a sonic wave remember?" Ben asked.

"Oh, right." Gwen responded. "So anyways, it's getting late. I already called our parents and told them what was going on. They approved, so we've got nothing to worry about. Let's head back to the park and try to keep Ben awake."


	9. Shade

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Well, the last chapter was about twice as long as I usually write, but I'm glad you guys don't get bored of it! Thanks to everyone that reviewed!  
**

"The park's pretty empty." Ben noticed. Ben, Gwen and Kevin were lying down on grass while looking at the stars.

"Well what do expect?" Kevin grumbled. "It's 11. We've been here for 3 hours doing nothing." Ben and Kevin had played at the arcade from 4 to 7 then the three of them went to eat dinner until 8.

C – _(I don't like that kid. How do you hang around with someone like him?)_

B – _(Believe me, it isn't easy! He gets angry at the smallest things.)_

"Kevin, you go take a nap and I'll watch Ben." Gwen told him. Kevin nodded and headed toward his car. He quickly fell asleep inside of it. Gwen turned her head towards Ben. "So, have you told Charmcaster th-"

"Gwen, don't you dare finish that sentence!" Ben warned. He got up quickly and gave her a serious look. Gwen got up slowly and merely laughed.

C – _(Huh!? What were you supposed to tell me!?)_

B – _(It's not important. Don't worry about it.)_

"You mean that you don't want me to tell her that you you-know-what her?" Gwen teased. Ben hoped that Charmcaster either hadn't heard that or didn't know what she was talking about. Gwen had talked really fast so maybe he'd be lucky.

C – _(Who knows what about who!? You guys lost me…)_

B – _(Phew. For a second I was worried that you understood her.)_

C – _(Then it is important! What are you keeping from me?)_

B – _(Um…I have to do whatever Kevin asks me to do since he won more games than me at the arcade. He said if he won he wanted me to dress up as a giant bird, but I can't wear anything to cover my face…)_

C – _(Ha ha, this should be interesting. So that's your little secret!)_

Ben was glad that he convinced Charmcaster to believe that the bet was what Gwen was talking about. "Gwen, that wasn't funny!" Ben seriously stated.

"I'm sorry, I just couldn't resist." Gwen apologized. "I hope she I didn't ruin things."

"Well you did!" Ben faked anger. "Now she knows that I'm going to have to dress up as a giant bird." Gwen realized what Ben was doing. He was making sure that Charmcaster didn't find out that he liked her.

"Being a bird won't be so bad, but anyways let's talk about something else." Gwen was about to say something, but stopped when she saw something hiding behind trees. "Ben, what's that?" Gwen pointed to where she saw it. Ben looked, but saw nothing.

"I think you're imaging things." Ben thought this was Gwen's way of changing the subject. He had no idea that Gwen was serious.

"Yeah, I must have just imagined it." Gwen agreed. Gwen looked around and sighed. "Ben, we can't just sit here doing nothing. I'm getting bored. What do you want to do?"

"We could go swimming." Ben suggested. Gwen gave him an 'are you serious' look. "I know it's 11, but we've got nothing better to do so why not?" There was a small pool in the park. Ben changed then splashed in. "C'mon Gwen!"

"How's the water?" Gwen asked.

"It's fine, well for me anyways." Ben answered. Gwen hesitated, but eventually gave in. She changed and joined Ben in the pool.

"It's freezing!!" Gwen screamed. Ben just laughed then splashed Gwen. "Don't do that!"

C – _(S-she's r-right! It's s-so c-cold!)_

B – _(It's the perfect way to stay awake isn't it?)_

C – _(Don't spend too much time swimming. I can't take this much longer.)_

B – _(All right I won't. Half an hour at max.)_

Eventually the three of them got used to the water. Ben and Gwen continued swimming for about 25 minutes then decided that they had enough. They dried themselves off and changed back into their regular clothes. Gwen changed into new clothes that she had bought, but they looked exactly like her old clothes. After that they decided to sit down on the grass again. Gwen noticed a shadow in the same place it had been before.

"Ben look quickly!" Gwen told him. Ben turned towards the trees. This time the shadow was still there. It started walking towards them. They gasped once it stepped into the moonlight. It was literally a shadow!

"Man, that's creepy!" Ben took a good look at it. It was completely black except for its eyes. Its eyes were bright red. "Okay, who are you and what do you want!?"

"I've been sent to destroy you three." The shadow answered while still walking towards them. "Where is the other boy?"

"You don't need to know!" Gwen yelled. She threw an energy disc at the shadow. It hit the shadow directly. Gwen thought her energy disc would send it flying, but it did absolutely nothing! The shadow just kept moving towards them as if nothing had happened. Gwen gasped. "W-what are you?"

"I'm a rare species known simply as Sylans." It responded. "My name is Shade. I'm from a galaxy 56.384 light-years away from here. My species are one of the most powerful, so resistance is pointless. I made a deal with someone named Highbreed to eliminate you three."

"Highbreed is still alive!" Ben was shocked. This meant that the DNAlien problem was still at large. Ben couldn't think about it much since Shade was getting seriously close them.

"I was going to eliminate you from afar, but you managed to survive." Shade explained. Shade, who was now a few metres from them, stopped. "That's why I'm going to eliminate you directly!" Shade lunged at Ben and Gwen. Gwen put up a forcefield, but Shade destroyed it with just one hit. They knew Shade wasn't bluffing about his strength. Ben decided to try Humungasaur. He quickly turned the Omnitrix until a hologram of Humungasaur appeared then he hit it. Shade leapt back in surprise. Humangasaur jumped up above Shade and tried to crush him. With just a few milliseconds to spare Shade avoided the attack. The shockwave that Humangasaur caused when landing woke a certain someone.

**--Kevin**

Kevin had been enjoying his short nap. After hearing a loud noise Kevin lay there half-asleep. He stared out the window of his car expecting the noise to be his imagination. Kevin instantly woke up when he saw Ben and Gwen fighting some creature. He got out the car, absorbed the metal properties of his car and then ran to help. When he arrived he noticed that things were not going well. Ben, in Humungasaur form was getting beat up and Gwen looked like she had been seriously hurt as well.

"Hey you!" Kevin yelled to Shade. Shade was about to punch Humungasaur, but stopped once he heard Kevin's voice. "If you're going to hurt Gwen then you're going to have to deal with me!"

"Hmph!" Shade replied. "You saved me the trouble of finding you." Kevin was really angry. He ran towards Shade and threw a punch. Shade grabbed Kevin's hand before it hit him. Kevin was stunned. He didn't think Shade could react that fast. Shade whirled Kevin around and threw him on the ground. Humungasaur, knowing that Shade was distracted, decided to whip his tail at Shade. Shade jumped just before it hit him. While Shade was in the air Gwen used her powers to bind him. It worked for a bit, but after a few seconds Shade broke free and landed perfectly unharmed. Gwen was satisfied in knowing that Shade wasn't completely invincible.

C – _(Ben, run for it! That thing reacts way too quickly. You can't beat it even with your friends! You're getting hurt and that literally hurts me as well!)_

B – _(You're right. Fighting Shade is getting us nowhere.)_

"Guys, head for Kevin's car!" Humungasaur yelled. Ben reverted back to human form and ran towards Kevin's car. Kevin and Gwen followed him. Shade wasn't slow, but he wasn't as fast as the three. The three of them got in the car quickly. Kevin started up his car and accelerated faster than he ever did before. In just a few seconds they were on the road. Shade, refusing to give up threw a ball of energy at the car. The ball was very fast and reached them in less than a second. It didn't cause too much damage to Kevin's car, but it made him swerve. He almost crashed into the arcade. Kevin just kept going at three times the speed limit until he was sure that Shade couldn't get them.

"Kevin you can slow down now!" Gwen screamed. Kevin listened and began slowing down until he was at the speed limit.

"Sorry, I just wanted to make sure that dude doesn't get us." Kevin apologized. "Did you see him? He took on all three of us as if it were nothing!"

"That's what scares me." Ben had fought Highbreed before, but he wasn't nearly as strong as this new guy. "We have to think of something fast. He's going to come after us again."

"Yeah." Gwen agreed. "We clearly can't overpower Shade, so we're going to have to come up with a well planned way to beat him."

"So, you guys knew him?" Kevin asked curiously.

"No, we didn't until now." Ben answered. "For a while Gwen and I have felt like we were being followed and we were right. After Shade failed to get rid of us on that ride I guess he just decided to show himself. He said he was one of the most powerful species called a Sylan."

"Well, he wasn't lying." Kevin yawned. He had just been in the middle of a great nap and wanted to go to sleep again. "Where should we go now?

"Maybe we should head home now." Gwen told him. "I thought it would be safer for Ben if we were outside since it's harder to fall asleep, but now I think we should go to Ben's house or mine. We're an easy target out here. So Ben whose house should we go to?"

"It doesn't matter." Ben responded. "Your house is closer, so maybe we should head there."

"All right." Kevin drove carefully to Gwen's house. The first thing he did was check the spot where Shade's energy ball had hit. Once he was convinced that his car was okay he put a black sheet over the car and followed Ben and Gwen into the house.

"Gwen?" Her father asked. "Didn't you say you had some important issue to attend to?"

"Yes, but something happened that interfered with our plans." Gwen replied. "Is it okay if we all spend the night here?"

"Well…I suppose so." Her father reluctantly answered. Gwen thanked and hugged her dad. Her dad, who was apparently tired, went directly to bed.

"You guys up for a few movies?" Gwen asked. "I've got a few really cool new ones that just came out."

"Sorry, but I'll pass." Kevin stretched and yawned. "I'm going back to my well deserved sleep!" Kevin lied down on couch and fell asleep in seconds.

C – _(She better not put on some lovey-dovey movie!)_

B – _(I'm not too interested in watching something like that either.)_

"So, Gwen." Ben began. "Do you have any cool action movies?"

"I've got a few, but not that many." Gwen searched through a large stack of DVDs. "Why do you want to watch an action movie anyways? Your life is practically that isn't it? If our lives were normal then I'd have much more action movies."

"But it's cool!" Ben insisted. "Okay, I guess we'll watch what you want to watch, but can you make sure it's not something entirely about romance?"

"You've never complained about…" Gwen stopped after realizing why Ben was acting this way. She grinned at Ben which made him feel uncomfortable.

C – _(Why…is she grinning?)_

B – _(She must have realized something.)_

C – _(And that something is?)_

"Did you find a movie?" Ben asked Gwen, completely ignoring Charmcaster's question. Gwen held up the case of a DVD she chose.

"This movie contains some romance, but it's limited, so it should be suitable for Charmcaster. It's mainly an action/suspense." Gwen explained.

C – _(Why'd she place emphasis on me? I thought you didn't want to see a romance either. Maybe…you never minded in the first place!)_

B – _(W-what are you saying?)_

C – _(I think you made her change the movie genre for me!)_

Ben was sweating so much that Gwen began to get a little worried. She feared that she may have ally let Charmcaster know about Ben's feelings.

B – _(Yes, I did. We're probably going to be watching movies all night, so I didn't want you to be forced to watch things you really dislike.)_

C – _(Nobody has ever been as nice to me as you. Even though I've done a lot to you and your family you're still treating me kindly. You're a great friend. I hope you consider me a friend too.)_

B – _(I do. When we remove this spell I don't want us to ever go back to being enemies again.)_

"Ben, is everything all right?" Gwen asked as she placed the DVD in her DVD player. That was the second time in just a few hours that Gwen almost blew it for Ben. This secret was really difficult for her to keep because she couldn't discuss it with anyone, not even Ben. Usually with most of her secrets there is at least one person she can talk to about it, but not in this case.

"Everything's perfect!" Ben responded. He sat down on another couch and got ready to watch the movie. Gwen joined him as soon as she was finished setting it up. That night Ben, Gwen and Charmcaster watched movies until 8 AM. Ben almost fell asleep a few times, but every time Gwen nudged him awake. Kevin got up at 7:30 just before the last movie they were watching ended.

"You guys are still awake!?" Kevin was a little surprised that they had actually made it through the night. Ben and Gwen turned towards Kevin. He jumped when he saw them. "Woah, you guys look terrible!"

"It happens when you stay awake all night unlike some people that get always get the perfect amount of sleep!" Gwen yelled. This startled Kevin. Kevin had rarely seen Gwen this angry.

"I know you're tired, but I'm staying up tonight instead of you remember?" Kevin asked. Gwen's face softened. "I'll take you guys to school when you're ready." Ben and Gwen scurried to get everything ready then headed into Kevin's car with him. They were all on their guard while they were going to school just in case Shade showed up again. Luckily there was no sign of him. School for Ben and Gwen that day was terrible. Everyone noticed that they looked awful. They both lost it a few times and started yelling for the smallest of reasons. Ben's attitude almost got him in trouble.

"Ben!" his teacher screamed. "How do expect to do good in my class if you don't get enough sleep? Did you even go to bed last night?"

"NO!!" Ben yelled. "Do you know why? It's because sleep will cause me to die! I bet you enjoyed your sleep last night. You didn't even think of those that can't sleep did you!?" Ben had never yelled that loudly in his life. His entire class was staring at him. They thought he was delusional.

"That's quite enough!" his teacher responded. "If you continue with this behaviour I will have no choice, but to give you detention and send you down to the principal's office." This threat worked on Ben. He sat there for the entire period staring coldly at his teacher. The stare frightened the teacher, but she pretended to ignore it. She was relieved when the bell rang.

C – _(Good going. She got what she deserved.)_

B – _(I feel kind of bad, but she had no right yelling at me for trying to save my life.)_

After school Ben and Gwen met up and headed to where Kevin usually meets them.

"School was the worst for me today." Ben blinked a few times. His eyes hurt pretty badly. "What about you?"

"It was bad as well." Gwen replied. "I desperately need some sleep. I don't know how you're going to stay awake until the end of tomorrow." Ben didn't know how he was going to stay awake either. All he knew was that he had to no matter what. Ben and Gwen were so sleepy that they didn't even notice that they were already at Kevin's car. They instinctively got in.

"I hope you guys are feeling better." Kevin smiled nervously. He was afraid that they'd do something to him or his car. Instead they looked around absolutely puzzled.

"How'd we get in here?" Ben asked. It seemed to him that just a second ago he and Gwen were at the school walking towards the usual spot.

"Uh, you walked here, you opened the doors and then you closed it." Kevin answered. This made Ben and Gwen realize that their awareness was dreadfully low. "Yesterday, was purely about fun, but today we start worrying about Shade. We need to figure out the perfect plan to beat him. Shade doesn't seem to want to attract attention, so we should be safe until the night."

"Okay, sure…" Ben yawned before continuing. "You pick the place we go to today…"

"All right, there's a field nobody goes to a few minutes away from here." Kevin stated. "We can go there and practice for our real fight."

"Sounds good…" Gwen muttered. They arrived at the field in 5 minutes. It was quite a big field. Kevin absorbed the properties of his car for the practice. Ben chose to use Big Chill during practice. Kevin had 'found' a scarecrow, so he used that as their target. Their plan was to have Kevin attack the scarecrow then Gwen would bind it and lastly Ben would freeze it. They failed each time they tried. After two hours Kevin gave up. Ben and Gwen were too tired for this. They went back into Kevin's car to just sit down and talk about their plans instead. Numerous alternate plans were thought, but there was always something wrong. There are a few problems with the current plan as well if Shade reacts when Kevin attacks. What if Kevin gets thrown at someone or what if Shade uses Kevin as a shield?

After an hour of contemplating plans the group got hungry. They spent a while eating food they had brought. It was 7:00PM already. The sun was setting. If they remained there any longer Shade may have shown up.

"We'd better get going." Kevin started his car and headed to Ben's house. They were going to spend the night at Ben's this time. "Okay, we're here."

"Ben?" Gwen called. She got a quiet mumbled response. She turned around and saw Ben in a half-asleep state. "BEN!!" Ben jumped in surprise.

"I almost fell asleep again didn't I?" Ben asked. Gwen nodded. "Thanks, that was close." The three got out of Kevin's car and then entered Ben's house. They were greeted by Ben's parents. Ben and Gwen hid their faces, so Ben's parents wouldn't get worried about them. His parents said they were going out for a few hours, so that would leave them alone for a little while.

"I'm going to sleep now." Gwen stated lying down on a chair. Ben and Kevin decided to play some video games. They played for hours. Kevin won almost every game since Ben was too tired to focus.

"This is so boring." Kevin complained. He turned off the TV and Ben's video game system. He sat on the chair and sighed. Ben's parents came back home, said goodnight to Ben and Kevin and went to bed. Ben really wished that he could go to sleep as well. He looked over at Kevin and saw him asleep.

B – _(Would you look at that? He's…already…asleep…)_

C – _(Don't…give in…you've…got…to…stay…)_

It was too late. Ben fell into a deep sleep. Nobody around him was awake, so he had no possibility of being awakened by someone. He and Charmcaster were now in grave danger. Danger…of being destroyed by their own dreams.


	10. Fighting Back

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: The story is coming to an end. After this is one more chapter. I hope you guys have liked it! Oh and I'm using an idea DataSeeker kind of suggested in this chapter. Thanks for the idea!**

"Ben…" he heard a voice say. Ben had his eyes closed. He slowly opened them and hoped he wasn't where he thought he was. Unfortunately for him, he was. He was in the room with the two pillars.

"I…fell asleep didn't I?" Ben asked embarrassed. He looked over at Charmcaster. Ben couldn't tell how she was feeling. He was afraid that Charmcaster was going to yell at him for putting their lives in danger. She just sighed.

"Yeah, you did." Charmcaster calmly replied. "But you did your best." There was a short pause. "When this spell is removed I'm really going to let Kevin have it!"

"You should!" Ben agreed. Charmcaster was actually a little shocked that Ben was agreeing with her here since he didn't approve of her aggression with Gwen. "He was supposed to be keeping me awake tonight. I knew I couldn't trust him. That's Kevin for ya."

"He has no idea how much trouble he's caused us!" Charmcaster clenched her fists. Ben knew that if Kevin was here he'd regret ever falling asleep. Suddenly Charmcaster remembered the strange orb. She looked up and gasped. It was no longer there. Ben noticed the worried look on her face. He looked up as well and understood what she was worried about.

"If that thing is gone doesn't that mean…" Ben stopped what he was about to say when he saw Charmcaster nodding. All of their nightmares were now released. "Then where are they?" Ben looked around, but he saw nothing other than the platforms, himself and Charmcaster.

"That's what worries me." Charmcaster admitted. "They should have attacked us by now, but they haven't for some reason. I have no idea what that reason is." She sighed then sat down near the edge of the pillar. "Got any plans?"

"Not really." Ben responded. "We could stay here and hope they don't get us or we could try going into a dream and hope we end up in a good one. Either way it's all about luck." Charmcaster thought about the two choices Ben suggested.

"Let's go into a dream!" she suddenly announced. Ben hesitated once again, but knew that if they got a good dream they wouldn't have to worry as much. They both jumped off the pillars at the same time. When they opened their eyes they were in Ben's hometown, specifically in Ben's home!

"Huh?" Ben scratched his head in confusion. "Did I wake up?"

"If you did I wouldn't be here." Charmcaster stated. Ben looked over to his right where Charmcaster was standing. She was there, so that meant he was still asleep! "How strange. In the real world this is where you fell asleep."

"I know!" Ben agreed. "I'm still not sure that this dream is safe, but it looks all right t-" Charmcaster put her hand over Ben's mouth and gave him a look to be quiet. They both listened carefully. They could hear a lot of noises coming from outside. Ben and Charmcaster carefully looked out the window without making themselves noticeable. They were shocked at what they saw especially Ben. Everyone in town were handcuffed with high-tech energy handcuffs. Ben noticed Gwen passing by. She was looking down on the ground crying while following everyone. Gwen was handcuffed as well. Ben trembled at the sight of her. He saw that Ghostfreak was the one forcing everyone to move. He rushed towards the door about to run and help her, but Charmcaster grabbed his hand preventing him from leaving.

"What do you think you're doing!?" She yelled.

"Let go of me!" Ben yelled back. "I have to help Gwen! She's in trouble. Ghostfreak is going to do something bad to her and the whole town as well!" He heard a very loud noise. Since Charmcaster wouldn't let him leave he had to check what was happening through the window. She let go of his hand to let him see what was going on. He almost fainted when he looked through. He saw Ghostfreak signal a large spacecraft to fire a beam. The beam vaporized everyone. He noticed Gwen trying to protect herself with a force-field, but that was quickly broken. Ben began to tear up. He turned and stared angrily at Charmcaster while still crying. "It's all your fault! I could have stopped him!"

"Ben this is just a dream!" Charmcaster reminded him. She felt hurt because Ben was blaming her for all of this, but understood that it must be painful for him. Ben calmed down a bit after remembering he was in a dream, but he was still a big mess. Charmcaster put her arms around him and pulled him in for a hug. Ben slowly stopped crying. He was actually enjoying the hug a little now. He felt good to be so close to her.

"Thanks, I needed that." Ben was feeling much better now. Charmcaster, with her arms still around Ben looked straight into his eyes. At that moment she felt like doing something she never would have ever considered. She wanted to kiss him. She quickly pushed the idea away. She blushed as she removed her arms from him.

"Y-your welcome!" Charmcaster stuttered. She turned away from him to avoid eye contact until she could snap herself out of whatever it was she was in. Ben noticed her stutter and smiled to himself. He wondered if now would be a good time to tell her how he felt. He decided against it. They were in far too much danger for them to deal with another issue.

"Okay, so what we do now?" Ben asked.

"Your house seems pretty safe right now, but I'm sure they'll find us eventually." Charmcaster answered. "When they do…we fight!"

"Fight!?" Ben had been in situations without his Omnitrix helping many times, but none like this. There was an army of nightmares after him and Charmcaster.

"I know we're defenceless, but we can't be afraid like we were in the alley." Charmcaster was really determined. "We've come too far to give up!"

"You're right!" Ben was now equally determined. "Let's get everything ready for when they barge in."

**--Ghostfreak**

Ghostfreak was behind a large group of people. Luckily for him the dream had chosen night again, so he did not have to worry about the sun. He, Hex and many other nightmares captured all of the people in town. Ghostfreak had decided to round them up and get them into one location. He looked up towards a large spacecraft. He moved away from the crowd of people.

"Fire the beam!" Ghostfreak commanded. His minion in the spacecraft obeyed. Everyone was disintegrated by a powerful beam. "Perfect, now that they are out of the way it will be easier to deal with Ben and his friend!"

**--Hex**

"Where is he!?" Hex impatiently asked the other nightmares. They all backed away from him. Hex was by far the most powerful there, so he struck fear in them. "Ghostfreak has been gone far too long." As if on cue Ghostfreak appeared. "What kept you?"

"What kept me!?" Ghostfreak was angered. He had actually done the job of disintegrating the whole town really fast. "I'd like to see you do better!"

"I don't have time to play." Hex scoffed. "Our friend here has detected two familiar presences." Hex pointed towards one of the nightmares.

"I indeed have." It responded partly nervous. "I have the ability to detect any creature with-"

"Enough of that get to the point!" shouted an angry Hex.

"Yes, I detected two beings in the same house." It explained. "I'm sure one of them is Ben, but I have no idea who the other is."

"The other has to be Charmcaster." Hex concluded. "You will lead us towards them. Is that clear?"

"Yes, crystal!" The nightmare answered.

"Good, but I have a question for any of you." Ghostfreak looked around hoping someone could answer. "How did Ben and that disappear in the alley?" No one answered him.

"I was wondering the same thing." Hex thought about it. "Charmcaster didn't use a spell, I'm sure of that. Teleportation spells always leave some kind of smoke behind, but there was none."

"They didn't seem to know that they were going to vanish." Ghostfreak remembered. "Maybe something happened to them causing them to disappear at random times."

"Then we'd better get moving!" Hex shouted.

**--Ben and Charmcaster**

"Everything ready?" Charmcaster asked. She had just finished setting up a few traps near the door.

"Yep, everything's set!" Ben replied. He crossed his arms looking at the crazy contraptions he and Charmcaster had made. "I sure hope this works…"

"It will!" Charmcaster smiled feeling proud of their work. The smile faded when she heard voices approaching. "They've found us already!? Quick Ben get into position!" Ben scurried behind his couch and Charmcaster stood next to the door. Suddenly the door was ripped off.

"Thought you could-" before Ghostfreak could continue one of Charmcaster's traps went off and soaked him with water. Charmcaster then punched him. Ghostfreak flew towards Ben. Ben was ready and managed to trap him in a glass box. Ghostfreak could easily escape from a regular box, but Ben had put sun bulbs around the box. If he tried to escape he would get fried. Hex was the second one to fall into their traps. He came into Ben's house thinking that they wasted all of their traps on Ghostfreak. He kicked the water trap away.

"It's no use fighting back." Hex was overconfident. Ben and Charmcaster merely smiled. Hex walked towards them and tripped over a string Charmcaster had tied a few inches above the ground. Ben grabbed the pot he had placed close by and slammed it onto Hex's head. Hex got up and wildly threw fireballs at them. None of them hit their target. Charmcaster and Ben both nodded at each other and punched him as hard as they could. It was enough to knock Hex out. Ben and Charmcaster walked out the door seeing a lot of nightmares. Some were of horror films that scared them when they were younger.

"There they are!" The detector nightmare stated. "Get them!"

"Hold on!" Ben put out his arm signalling them to halt. "Do you really want this to happen to you?" He got out of the way so the nightmares could see what he was talking about. They saw Ghostfreak desperately trying to avoid the sun bulbs and Hex lying on the ground.

"They've beaten up our leaders!" it cried. "Retreat!" They all took the advice and got out of there as soon as they could.

"We actually did it!" Charmcaster screamed joyfully. Ben and her were walking along the sidewalk. "There's nothing to worry about now…I hope!"

"In the dream world no, but in the real world…" Ben didn't have to finish. Charmcaster knew what he was talking about.

"Shade huh?" Charmcaster sighed. "When will our troubles be over?"

"It's not your problem." Ben replied. "Tonight is the night we can finally remove the spell. Once that's over you won't have to deal with any of my problems anymore."

"What makes you think I won't help you?" Charmcaster asked.

"You'll really help us!?" Ben anxiously awaited a response. Charmcaster thought about for a few seconds.

"No." she answered. Ben's smile immediately disappeared. He thought Charmcaster wanted to leave him the minute she had the chance. She put her hand on Ben's shoulder. "I'm just joking! Of course I'll help. You need all the help you can get!"

"Thanks!" Ben was happy with her response, but then realized it was a partial insult. "Hey!" Charmcaster just chuckled. She took her arm off of Ben and started running.

"C'mon!" She shouted back at Ben. He ran after her.

"Where are we going?" Ben yelled loud enough for her to hear him.

"I don't know!" She didn't know why she was running. She just felt like it. She headed towards a large hill and attempted to make it to the top of it. Unluckily for her she tripped and ended up rolling down the hill crashing into Ben. She was on top of him, only a few inches away. Both of them blushed. Charmcaster quickly got off of him and helped him up.

"Um, how about we walk?" Ben suggested. Charmcaster nodded. They slowly made their way up to the top of the hill and sat there.

"You know, this dream isn't that bad." Charmcaster admitted.

"Well, excluding Ghostfreak, Hex and the others…it's actually really nice." Ben agreed. He noticed a star fly across the night sky. "Hey, look at that!"

"A star." Charmcaster let out a small laugh. "This is the best dream by far!"

"Yeah, it is." Ben agreed. "It's also the longest dream."

"Probably because you were so tired." Charmcaster explained. "I guess you're sleeping longer than usual. Still, Gwen or Kevin should have wakened up."

"Well Gwen was just as tired as I was, so I don't she'd wake up by herself." Ben sighed. "As for Kevin…well he's probably going to sleep for a few more hours after losing some sleep from Shade and when we were playing video games."

"So I guess we've still got some more of this dream to go then." Charmcaster was nervous. She wanted to tell Ben that she had gained feelings for him, but she didn't know what to say. Little did she know that Ben was thinking of the same thing. After about a minute of silence Ben spoke up.

"Have you ever gone on a date?" Ben asked. _(What kind of a question is that!? I really couldn't think of anything better?)_

"Well, no, I've never been interested." That worried Ben. If she wasn't even interested in dating anyone then why should he ask? "But, I have been thinking about it recently and maybe I'll try it."

"Oh, um, I know this person, his name is…Neb." Ben for some reason couldn't think of another name at that moment. "Maybe-" He was interrupted.

"I…" Charmcaster was trying desperately not to laugh, but failed.

"What's so funny?" Ben asked.

"Neb!?" Charmcaster was still laughing a bit. "I wasn't so sure you liked me, but now I'm positive!" Ben blushed.

"W-what do you mean?" Ben was extremely nervous now. "I didn't say I liked you."

"Neb is clearly Ben spelled backwards." She stated. "You were trying to set me up with Neb and that's you…sort of."

"Uh…" Ben decided to just come out with it. "Okay, yes, I do like you! I know we've been enemies for a long time, but in the past few days I've seen what a wonderful person you can. You're smart, resourceful and beautiful and I was hoping maybe we could I don't know go out for dinner or something?" Charmcaster stood there staring at him. He thought he was going to get rejected. Charmcaster couldn't believe that he was the one admitting his feelings. She blushed after hearing Ben's comments.

"I'd love that." Charmcaster smiled at him. Ben smiled back. They both leaned in towards each other for a kiss. _(This is it! I'm going to kiss him!)_ Once they were about a centimetre away from each other the worst happened. Ben awoke to see Kevin yelling at him.

"Wake up!" Kevin yelled in his hear. "Gwen's going to get really angry with me if you don't." Ben slowly opened his eyes. Kevin backed off. Ben looked angry.

"Why'd you wake me up!?" Ben screamed. It was enough to wake up Gwen.

"Huh?" Kevin was seriously confused. He had stopped yelling. "I thought you didn't want to fall asleep. Weren't your dreams like dangerous?"

"Normally, but Charmcaster and I handled the danger already!" Ben answered, still screaming. "We were having a good time. Why do you have to do this to me?" Gwen was now somewhat awake.

"Okay, what's going on?" Gwen asked, yawning.

"He woke me up!" Ben responded, pointing to Kevin.

"You let him fall asleep!?" Gwen looked at Kevin.

"I…gotta go to the bathroom!" Kevin said, changing the subject. Gwen sighed then looked back at Ben. She wondered why Ben was angry about being woken up and not angry about falling asleep.

"So why were you bugged about being wakened up?" Gwen asked.

"Because Charmcaster and I almost kissed!" Ben blurted. Gwen stood there surprised. "I know it was a dream, but still, that's something!"

"Wow, I didn't think Charmcaster would actually like you back." Gwen confessed.

C – _(She knew about it!?)_

B – _(Yeah, I told her that time you were unconscious.)_

C – _(Everything makes perfect sense now. You tried to hide your feelings each time. I can't believe I didn't figure it out earlier.)_

B – _(I'm glad you didn't. That dream was the perfect opportunity to tell you. It went perfectly…except for when Kevin woke me up.)_

C – _(That's another thing I need to get him for!)_

B – _(He's going to have the worst day of his life once the spell's broken.)_

"What are we doing today?" Ben asked Gwen.

"Not much since we're going to have to reverse the spell later on." She explained.

The spell was supposedly going to end that day. Ben and Charmcaster had been wishing that the spell would break as soon as possible, but now they were thankful for it. Is the spell truly going to end and what about Shade?


	11. Broken

**Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.**

**Notes: Wow, over 50 reviews and this is my first story! Thank you to everyone that read and especially to those that reviewed. I realize that this is really late. I just really didn't feel like writing for a long time.**

Kevin slowly crept out of the bathroom. He didn't want to deal with Gwen for letting Ben fall asleep, but he knew he had to. Gwen turned towards him.

"Listen Gwen, I'm sorry." He apologized.

"I'm not the one you should be apologizing to." Gwen pointed her head towards Ben.

"Sorry Ben." Kevin meant it. Ben sighed and gave him a small smile to let him know he was forgiven.

"Okay, we've got to go break the spell in about 11 hours, so that gives us time to do something else for a while." Ben stated.

"Yeah, but we've got school remember?" Gwen asked.

"Right, I forgot." Ben admitted. "Guess we won't have any free time today." It was a little late so Kevin went above the speed limit when he drove them to school.

"See ya later!" Kevin left them at their school. As he drove around he couldn't help but wonder why Ben was so angry in the morning. _(Ben said that he and Charmcaster were "having a good time". I wonder what they were doing…)_

**---Ben**

School was much better than it was before. Ben decided to apologize to the teacher he yelled at. His teacher accepted his apology. She told him lack of sleep causes people to do weird things.

At the end of the school day Ben was in great mood.

"You look happy." Gwen stated.

"I am." Ben responded. "I've only got two things to worry about now."

"Shade and reversing the spell…"

"Can we go to the spot now? I know it's early, but I just want to be careful."

"Sure, I don't mind. Kevin's waiting for us. Let's tell him. I hope he doesn't mind."

* * *

"Ugh, we have to go there now?" Kevin complained. "We've still got another six hours!"

"I'm just being careful." Ben defended. "You'd do the same if you were in my position."

Kevin sighed. "All right. You'd better appreciate all the stuff I have to do for you."

Kevin drove them to the spot where they ran out of gas. Ben got out of the car and looked around. This place would forever be important to him.

"Ben, are you okay?" Gwen asked.

"Yeah, I'm fine. I was just thinking of how much this place means to me…"

"So, where's the spot?" Kevin interrupted.

"Oh, follow me." Ben answered. He led them towards the lake.

"Doesn't look so special to me."

"Hmm…" Ben walked on the spot where the spell occurred. Nothing happened. "What exactly is supposed to happen?"

C – _(I'm not sure, but I think we'll be able to notice when it happens.)_

"Who knows. We should just wait until we see something happen." Gwen answered, unaware that Charmcaster had given the same response.

"Guess so…" Ben replied to both of them.

* * *

"How much longer!?" Kevin screamed impatiently.

"Less than 5 minutes left." Gwen responded. "Are you ready, Ben?" Ben nodded.

B – _(I guess this is it huh?)_

C – _(It seems like it. I'm glad the spell is going to end, but I'm also kind of glad that I used it.)_

B – _(Me too.)_

"Ben look!" Gwen pointed towards a sphere of light.

"I really hope this works…" Ben slowly walked towards the sphere. The light began to surround him. It swirled rapidly around him. Soon Gwen and Kevin couldn't even see Ben anymore.

"Ben!" They screamed. The light slowly disappeared. Ben was visible again…and so was Charmcaster.

"Are you alright?" Gwen asked Ben.

"Yep, it worked perfectly!"

Gwen smiled then turned towards Charmcaster. She still felt like Charmcaster was her rival. Before she could say anything Kevin walked in front of her.

"So, you hurt Gwen huh?" Kevin threatened.

"Well, yes, but-" Charmcaster began.

"But nothing! I'm going to make you pay for what you did to her."

"Kevin stop!" Gwen yelled. "Fighting won't solve anything." Kevin reluctantly listened to her.

"We've got more important things to deal with." Ben added. "We gotta go after Shade. Who knows what kind of damage he will cause."

"I think I know." Charmcaster pointed to a burning building. People were evacuating it. On top was Shade.

"He's trying to attract us there." Gwen said. "He knows that we'll try and come to the rescue. I hope nobody got hurt."

"Let's go." Ben ordered. "We have to beat him. There are four of us now. We can do this!"

"Four?" Kevin was confused. "Who's the fourth?"

"Me." Charmcaster answered. Both Kevin and Gwen were extremely surprised. "Hey, it's the least I could do."

"Maybe you're not so bad after all." Gwen complimented. Kevin still had doubts, but said nothing.

"Everyone get in the car." Kevin commanded. As they approached the building they noticed Shade looking directly at them. He jumped off the building and landed on the ground.

* * *

"I knew you'd come." Shade spoke with his eyes closed. "You've lived long enough."

"You!" Ben yelled. "You destroyed a building, almost caused people on that ride to get hurt and tried to eliminate us. You're going down!!!" Ben twisted his Omnitrix then hit it. He became Big Chill. Kevin absorbed the metal from his car once again then ran towards Shade. He attempted to punch Shade, but Shade saw this coming and hit him with an energy ball. Gwen noticed that Shade was distracted, so she used her powers to bind him.

"You're not strong enough to trap me!" Shade taunted as tried to escape. He found it much more difficult than before. Shade looked down and noticed his feet were trapped by wind. "What is this!?"

"Oh, just a little magic!" Charmcaster said confidently.

"No escaping now!" Ben flew threw Shade, solidifying his body in ice.

"That seemed too easy. Did we win?"

"Not quite." Ben noticed that the ice was starting to . "As soon as he gets out hit him with everything you've got!" Suddenly shards of ice began flying in the air. Gwen quickly created a protective barrier to prevent any shards from cutting through someone. "He's free! Hit him quickly."

Gwen created a few energy discs then threw them at Shade. Shade punched each one, sending them right back at Gwen. Being frozen messed up his senses, so Shade didn't realize that Gwen was just keeping him busy. He found himself in a lot of pain as he pummelled to the ground. Shade turned towards the person that had hit him.

"You will pay for that human!" Shade threatened. He got up quickly and sprinted towards Kevin with a ball of energy forming in his left hand. Ben realized that Shade was going to try to hit Kevin with a direct energy ball. That would probably incapacitate him.

"Not so fast Shade!" Ben flew towards him attempting to freeze him again. Shade kept going for Kevin, but decided to use his energy ball on Ben instead. He fired the shot which hit Ben on his chest.

"Ben, you okay?" Charmcaster asked.

"Yeah, but I'm more worried about Kevin right now." He looked over to see Kevin preparing to punch Shade. "Kevin's going to get hut bad!"

Charmcaster looked at Gwen seriously. "Use one of your energy discs."

"But they don't hurt-"

"Trust me on this!"

"Okay." Gwen threw a disc towards Shade. Shade ignored it thinking it would have no effect on him. When it hit him it hurt a lot! He was knocked into a building which hurt him even more.

_(Why did that hurt?)_ Shade looked at Gwen. She was using more energy discs. What surprised him was the way the energy discs looked. It wasn't pink. It was a dark purple and looked like it was fire. He turned then figured out what was going on. _(That other is using some kind of fire to merge with the discs. They're working as a team! Not bad, not bad at all…) _Shade attempted to get up. He felt an immense amount of pain in his right leg. He looked down. His leg had been hit with that merged attack! "This is just great…" Unfortunately for him three discs were approaching at high speed. They hit their target directly. The bad luck continued. As he was sent flying in the air he was electrocuted by Ben who had switched from Big Chill to Brainstorm. He landed hard on the road. His four opponents gathered around him.

"Had enough?" Ben asked.

_(Is he telling me to give up? I'll never-)_ He closed his eyes. He felt the pain again. _(What can I do? They've got me beat, but if I surrendered that would make me weak! Plus I won't get paid! Then again, they've proved to be stronger than my boss and I never work for the losing side.)_

"Well?" Kevin interrupted Shade's thoughts.

"I…surrender." Shade announced shamefully. He had never given up once in his life. "I never expected you people to be so powerful. The guy I worked for told me that you were just some 'vermin that had interfered'."

"We try hard to keep this place peaceful." Ben explained. "It's not about power. It's about teamwork. We work together combining all of our skills. If you work alone even if you're strong you'll eventually end up in a bad situation. Who's there to help you when you need help? Nobody."

_(I wish I could counter that, but that logic makes too much sense!)_ "I see. Perhaps we'll meet again someday."

"I gotta say you aren't half of a jerk most of the enemies we have are." Gwen told him.

"So, are you going back to your planet?" Charmcaster asked.

Shade laughed. "I'm from Earth."

"What!?" Kevin shouted. "How can you be? Didn't you tell Ben and Gwen that you were from another galaxy?"

"Technically I am. I'm from another world entirely. The main planet there is Earth where I'm from. It's a much different Earth than this. Well, I'd better be heading off now. I'm glad we've had the opportunity to battle. Farewell." A light appeared from the sky engulfing him. In a second he was gone. The others tried to understand what Shade had said.

"I'm beyond confused!" Ben put his hand on his hand. He had a headache.

"Me too." Gwen admitted. "If other worlds exist and each world contains millions of galaxies then why haven't we heard of anything?"

"I guess our world isn't advanced enough to figure it out…or Shade's lying." Charmcaster guessed.

"He didn't seem like he was lying." Kevin spoke.

"No, it didn't." Ben sighed. It looked like they weren't going to be figuring this out anytime soon. "It's been a long day. You guys want smoothies? It'll be on me."

"Sure, I haven't had one in ages." Charmcaster replied.

* * *

"I forgot how good these were." Charmcaster had already finished her smoothie. Ben finished his a minute after. As soon as he was done Charmcaster grabbed his hand and pulled him far away from Gwen and Kevin.

"You think we should be worried?" Kevin asked Gwen.

"I think we can trust her." Gwen answered.

"This week has been something hasn't it Ben?" Charmcaster asked.

"It sure has." Ben responded. "I wouldn't change any of it even if I could."

"Me either." Charmcaster agreed getting closer to Ben. Slowly their lips touched. They heard a strange noise, but ignored it. After a 10-second kiss they broke apart and smiled. Looking to their right they saw what creature had made that noise. Kevin choking on his smoothie. He looked shocked and confused. They laughed then headed towards them.

As of that day, Charmcaster was an official member of the team. Kevin eventually learned to trust her. Gwen found out that she and Charmcaster had a lot in common, so they became pretty good friends. Ben and Charmcaster became really close. They went out on dates often and had a good time almost always (except for when aliens interrupted). Aliens were still a big issue, but it was easier with another person. With the four of them fighting together nearly nobody stood a chance.

* * *

**Well, looks like my first story is finished (finally). Sorry for making you guys wait so long. I hope I haven't lost too much experience since I haven't been writing for a while, but I do like the ending. I hope you like it too!**


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